Common use of Withholding Taxes Clause in Contracts

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, grant or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to for the Stock Award 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 Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless Director acknowledges that, regardless of any action the Company or Employee’s employer (the “Employer”) Newmont takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeDirector’s participation in the Plan and legally applicable to the Employee Director (“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 EmployeeDirector’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividendsNewmont, if any. Employee Director further acknowledges that the Company and/or the Employer Newmont (ai) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsDSUs, including including, without limitation, the grant, holding, vesting or vesting settlement of the Stock AwardsDSUs, the holding or issuance of Shares, the subsequent sale of Shares shares of Common Stock acquired under the Plan pursuant to such issuance, and the receipt of dividends, if anyany dividends and/or Dividend Equivalents; and (bii) does not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards DSUs to reduce or eliminate the EmployeeDirector’s liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, Director acknowledges that if Employee has become Director is subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (any relevant taxable or his or her estate) in relation tax withholding event, as applicable, Director agrees to the Stock Award unless and until make adequate arrangements satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Newmont to satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee Director authorizes the Company and/or the Employer, 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 one or a combination withholding in shares of Common Stock to be issued upon settlement of the followingDSU. 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, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 by Director’s acceptance of the Exchange Act of 1934DSU, all he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items shall only by considering applicable minimum statutory withholding rates or other applicable withholding rates 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 is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by such procedure specifically approved by the Committee means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in resolutions:connection with the Tax-Related Items.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Shares, including the grant, holding, grant or vesting of the Stock AwardsPerformance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards Performance Shares or any aspect of the Stock Awards Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to for the Stock Award 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 Stock AwardsPerformance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless Employee acknowledges that, regardless of any action the Company taken by Newmont or, if different, his or Employee’s her employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s 's participation in the Plan and legally applicable to the Employee him or her (“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 his or her responsibility and may exceed the amount actually withheld by the Company Newmont or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company Newmont and/or the Employer (a1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsRSU, including including, but not limited to, the grant, holding, vesting or vesting settlement of the Stock AwardsRSU, the holding or subsequent sale of Shares shares of Common Stock acquired under the Plan pursuant to such settlement and the receipt of dividends, if anyany dividends and/or any dividend equivalents; and (b2) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSU to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Further, if Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation is subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee he or she acknowledges that the Company Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to any relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employee (or his or her estate) in relation Employer to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee authorizes the Company and/or the Employer, 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, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless 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 action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to payable by the Employee Employee, if any (“Tax-Related Items”)) which arise upon the grant or vesting of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards 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 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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related ItemsItems (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 Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws Applicable Laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, 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 the Stock Award Awards 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 Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless As a condition to the grant and vesting of any action this Award and as further set forth in Sections 10.7 and 10.8 of the Company or Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employee’s employer (the “Employer”) takes with respect to and any or all 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 applicable to payable by the Employee Employee, if any, including any Tax Obligations (“Tax-Related Items”)) which arise upon the grant or vesting of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards 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 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 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 ItemsItems (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 Stock Awards, 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/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards 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 Applicable Laws may require varying Share or Stock Award 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 the Stock Award Awards 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 Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, as amended, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless The following provision supplements paragraph 8 of any action the Company or Employee’s employer (Agreement: Without limitation to paragraph 8 of the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”)Agreement, the Employee acknowledges and Participant hereby agrees that the ultimate liability he or she is liable for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility hereby covenants to pay all such Tax-Related Items, as and may exceed the amount actually withheld 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). Employee is The Participant also solely responsible for filing all relevant documentation that may be required of Employee in relation hereby agrees to his or her participation in indemnify and keep indemnified the Plan or Company and the Employer, as applicable, against any Tax-Related ItemsItems 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, such as but if the Participant is a director or 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 not limited be able to personal indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax returns and National Insurance Contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any reporting statements in relation income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the grantCompany and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, holding, vesting which may also be recovered from the Participant by any of the Stock Awardsmeans referred to in paragraph 8 of the Agreement. In addition, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges Participant agrees that the Company and/or the Employer (a) makes no representations or undertakings regarding may calculate the treatment of any Tax-Related Items in connection with any aspect of to be withheld and accounted for by reference to the Stock Awardsmaximum applicable rates, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation without prejudice to any such valuation or for right the Participant may have to recover any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Lawsoverpayment from the relevant tax authorities. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:UNITED STATES NOTIFICATIONS

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing Optionee (the “Employer”) takes take with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, exercise, release or assignment of any Option (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be made entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Employee (or his or her estate) in relation Company and/or the Employer to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretionin its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to Optionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided, however, provided that notwithstanding anything herein the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the contrary, in Company or the case Employer any amount of individuals subject Tax-Related Items that the Company or the Employer may be required to Section 16 account to HMRC with respect to the event giving rise to the 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, all 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 Optionee’s obligations in connection with the Tax-Related Items shall only be satisfied by such procedure specifically approved by as described in this Section, the Committee in resolutions:Company may refuse to deliver the Shares acquired under the Plan.

Withholding Taxes. Regardless of any action the Company or EmployeeOptionee’s employer (the “Employer”) takes with respect to any or all income taxTax Obligations, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items Tax Obligations legally due by the Employee him or her is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Stock AwardsOption grant, including the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (b2) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Related ItemsTax Obligations. Prior to the exercise of the Option, Optionee shall pay or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation make adequate arrangements satisfactory to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax Obligations legally payable by Optionee from his or her wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or former employerarrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax Obligations, as applicableand/or (2) withhold in Shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax Obligations that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or account for Tax-Related Items in more than one jurisdictionOptionee’s purchase of Shares that cannot be satisfied by the means previously described. No payment will be made The Company may refuse to honor the Employee (or exercise and refuse to deliver the Shares if Optionee fails to comply with his or her estate) obligations in relation to connection with the Stock Award unless and until satisfactory arrangements (Tax Obligations as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock Awards. In described in this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:section.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsPerformance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Shares, including the grant, holding, or vesting of the Stock AwardsPerformance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards Performance Shares or any aspect of the Stock Awards Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Lawsapplicable laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 Stock AwardsPerformance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless The Grantee acknowledges that, regardless of any action taken by the Company Corporation or Employee’s employer (the “Employer”) takes with respect to Employing Company, the ultimate liability for any or all income tax, social insurancesecurity, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“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 his or her responsibility and may exceed the amount actually withheld by the Company Corporation or the EmployerEmploying Company. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsFurthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Grantee acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Award, including the grant, holdingvesting, or vesting settlement of the Stock Awards, Performance Award or the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if anyShares; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the Performance Award or any aspect of the Stock Awards Grantee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or to achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Grantee has become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Employee the Grantee acknowledges that the Company Corporation and/or the Employer Employing Company (or former employerEmploying Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, the Grantee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless and until satisfactory arrangements (as determined by Corporation and/or the Committee) have been made by the Employee with respect Employing Company to the payment of any satisfy all Tax-Related Items and any other of the Company Corporation and/or the Employer with respect to the Stock AwardsEmploying Company. In this regard, the Employee 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 Company Corporation and/or the EmployerEmploying 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 followingfollowing 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 payment of the 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 payment of the Performance Award. If the Corporation gives the Grantee the power to choose the withholding method, providedand the Grantee does not make a choice, howeverthen 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 Performance Award, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the Performance 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 vesting of the Performance Award, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything herein in this Section 11 to the contrary, in if the case of individuals subject to Section 16 Performance Award is considered nonqualified deferred compensation, the fair market value of the Exchange Act shares withheld together with the amount of 1934, all cash withheld may not exceed the liability for Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Items.

Withholding Taxes. Regardless 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 action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to payable by the Employee 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 ItemsItems (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 Stock AwardsPerformance 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/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Shares, including the grant, holding, or vesting of the Stock AwardsPerformance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards Performance Shares or any aspect of the Stock Awards 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 Applicable Laws may require varying Share or Stock Award 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 Lawsapplicable 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 the Stock Award 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 Stock AwardsPerformance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, 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:

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Optionee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Optionee authorizes the Company and/or and the Employer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) requiring the Optionee to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all 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 the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan 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 procedure specifically approved by amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the Committee right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless The following provision supplements paragraph 5 of any action the Company or Employee’s employer (Agreement: Without limitation to paragraph 5 of the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”)Agreement, the Employee acknowledges and hereby agrees that the ultimate liability he or she is liable for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility hereby covenants to pay all such Tax-Related Items, as and may exceed the amount actually withheld 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 Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation hereby agrees to his or her participation in indemnify and keep indemnified the Plan or Company and the Employer, as applicable, against any Tax-Related ItemsItems that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Employee’s behalf. Notwithstanding the foregoing, such as but if the Employee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Employee understands that he or she may not limited be able to personal indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Employee, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Employee on which additional income tax returns and National Insurance Contributions (“NICs”) may be payable. The Employee understands that he or she will be responsible for reporting and paying any reporting statements in relation income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the grantCompany and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, holding, vesting which may also be recovered from the Employee by any of the Stock Awardsmeans referred to in paragraph 5 of the Agreement. In addition, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges agrees that the Company and/or the Employer (a) makes no representations or undertakings regarding may calculate the treatment of any Tax-Related Items in connection with any aspect of to be withheld and accounted for by reference to the Stock Awardsmaximum applicable rates, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation without prejudice to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to right the Employee (or his or her estate) in relation may have to recover any overpayment from the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awardsrelevant tax authorities. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:UNITED STATES NOTIFICATIONS

Withholding Taxes. Regardless The following provision supplements paragraph 4 of any action the Company or Employee’s employer (Agreement: Without limitation to paragraph 4 of the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”)Agreement, the Employee acknowledges and Optionee hereby agrees that the ultimate liability he or she is liable for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility hereby covenants to pay all such Tax-Related Items, as and may exceed the amount actually withheld 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). Employee is The Optionee also solely responsible for filing all relevant documentation that may be required of Employee in relation hereby agrees to his or her participation in indemnify and keep indemnified the Plan or Company and the Employer, as applicable, against any Tax-Related ItemsItems that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Optionee’s behalf. Notwithstanding the foregoing, such as but if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee understands that he or she may not limited be able to personal indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Optionee, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Optionee on which additional income tax returns and National Insurance Contributions (“NICs”) may be payable. The Optionee understands that he or she will be responsible for reporting and paying any reporting statements in relation income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the grantCompany and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, holding, vesting which may also be recovered from the Optionee by any of the Stock Awardsmeans referred to in paragraph 4 of the Agreement. In addition, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges Optionee agrees that the Company and/or the Employer (a) makes no representations or undertakings regarding may calculate the treatment of any Tax-Related Items in connection with any aspect of to be withheld and accounted for by reference to the Stock Awardsmaximum applicable rates, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation without prejudice to any such valuation or for right the Optionee may have to recover any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to overpayment from the relevant tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:authorities.

Withholding Taxes. Regardless The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or Employee’s employer Affiliate for which the Grantee is a Service Provider (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“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 EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Grantee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardsUnits, including including, but not limited to, the grant, holding, vesting or vesting settlement of the Restricted Stock AwardsUnits, the holding or subsequent sale of Shares any shares of Stock acquired under the Plan and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Restricted Stock Awards Units to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Grantee is subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, Employee as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable or his or her estate) in relation tax withholding event, as applicable, the Grantee agrees to the Stock Award unless and until make adequate arrangements 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 of the Company and/or the Employer with respect to the Stock Awardssatisfy all Tax-Related Items. In this regard, the Employee Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing Participant (the “Employer”) takes take with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, release or assignment of any RSU (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee RSUs is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRSUs, the holding or delivery of the Shares, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Participant has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be made entitled to withhold and Participant agrees to pay, or make adequate arrangements satisfactory to the Employee (or his or her estate) in relation Company and/or the Employer to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Participant authorizes the Company and/or the Employer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by Participant by one or a combination of the following: (i) require Participant to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Participant’s wages or other compensation payable to Participant by the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to 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 acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to Participant, provided, however, provided that notwithstanding anything herein the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the contrary, in Company or the case Employer any amount of individuals subject Tax-Related Items that the Company or the Employer may be required to Section 16 account to HMRC with respect to the event giving rise to the 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”), Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming Participant 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, all as amended)), constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant 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 Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items shall only be satisfied by such procedure specifically approved by as described in this Section, the Committee in resolutions:Company may refuse to deliver the Shares acquired under the Plan.

Withholding Taxes. Regardless of any action the Company or Employeethe Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeParticipant’s participation in the 2012 Plan and legally applicable to the Employee Participant (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee Participant is and remains the Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsFurthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Participant acknowledges that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPSP Award, including including, but not limited to, the grant, holdingvesting, or vesting payment of this PSP Award or the Stock Awards, the holding or subsequent sale of Shares acquired under shares of Common Stock issued in payment of the Plan and the receipt of dividends, if anyPSP Award; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the PSP Award or any aspect of the Stock Awards Participant’s participation in the 2012 Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and If the Company assumes no responsibility or liability in relation Participant becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, Employee as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment of the PSP Award or sale of shares of Common Stock issued pursuant to the PSP 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 an PSP Award Share 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 made deemed to have been issued the full number of shares of Common Stock due to the Employee (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 withholding arising from the granting, vesting or his or her estate) in relation payment of this PSP Award, the sale of shares of Common Stock issued pursuant to the Stock PSP Award unless and until satisfactory arrangements (or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as determined the case may be, by the Committee) have been made remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received in payment of the vested PSP Award by the Employee with respect Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from the granting, vesting, or payment of this PSP Award, or sale of shares issued pursuant to the payment PSP Award, as the case may be, by withholding from the Participant’s wages, or other cash compensation paid to the Participant by the Company and/or the Employer. If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and any other in the absence of the Participant’s election, the Company and/or will deduct the Employer with respect number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the PSP Award Share Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. Shares of Common Stock Awardsdeducted from the payment of this PSP Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Common Stock received in payment of the vested PSP 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. In this regardThe Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations. To avoid negative accounting treatment, the Employee authorizes the Company and/or the Employer, may withhold or their respective agents, at their discretion, to satisfy the obligations with regard to all account for Tax-Related Items by one or a combination considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the following, provided, however, that notwithstanding anything herein 2012 Plan) or other applicable withholding rates. The Participant shall pay to the contrary, in Company or the case Employer any amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only that the Company or the Employer may be required to withhold that cannot be satisfied by the means previously described. If the Participant is covered by a 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 procedure specifically approved by the Committee in resolutions:tax equalization policy.

Withholding Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Company Corporation or Employee’s employer (the “Employer”) takes with respect to Employing Company, the ultimate liability for any or all income tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding or liability in connection with any other required deductions aspect of the RSUs, including the grant, vesting, or payments related to settlement of the Employee’s participation in RSUs or the Plan and legally applicable to the Employee subsequent sale of Shares (“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 his or her responsibility and may exceed the amount actually withheld by the Company Corporation or the EmployerEmploying Company. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsFurthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Participant acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if anyItems; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the RSUs or any aspect of the Stock Awards Participant’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or to achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Participant has become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Employee the Participant acknowledges that the Company Corporation and/or the Employer Employing Company (or former employerEmploying Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, the Participant shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless and until satisfactory arrangements (as determined by Corporation and/or the Committee) have been made by the Employee with respect Employing Company to the payment of any satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee Participant authorizes the Company Corporation and/or the EmployerEmploying 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, provided, however, that notwithstanding anything herein following methods: (1) withholding from Participant’s wages or other cash compensation paid to Participant by the contrary, in Corporation and/or the case of individuals subject to Section 16 Employing Company; (2) withholding from proceeds of the Exchange Act sale of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Committee Corporation (on Participant’s behalf pursuant to this authorization) through such means as the Corporation may determine in resolutions: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.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee RSUs is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, Employer and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRSUs, the holding or delivery of the Shares, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of any dividends, if any; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become the Participant is subject to tax in more than one jurisdiction, Employee the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, the Participant shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Participant authorizes the Company and/or and the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by the Participant (with respect to the RSUs 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, provided, however, that notwithstanding anything herein : (i) 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 the Participant’s wages or other compensation payable to the contraryParticipant by the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to the Participant upon payment of the RSUs (on the Participant’s behalf and at the 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 acquired upon payment on the RSUs; (v) withholding in Shares otherwise issuable to the Participant, 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 in compliance with applicable laws. Depending on the withholding method, the Company and/or Employer may withhold or account for Tax Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction, in which case the case Participant may receive a refund of individuals any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to Section 16 the vested RSUs, notwithstanding that a number of Shares is held back solely for purposes of paying the Tax Related Items. The Participant agrees to pay to the Company or the Employer any amount Tax Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Exchange Act of 1934, all Tax-Related Items shall only Participant’s participation in the Plan that cannot be satisfied by such procedure specifically approved by the Committee means previously described. The Company may refuse to issue or deliver to the Participant any Shares or proceeds from the sale of Shares if the Participant fails to comply with the Participant’s obligations in resolutions:connection with the Tax Related Items.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Restricted Shares is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRestricted Shares, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRestricted Shares, the holding or delivery of the Shares, lapse of the transfer restrictions, the subsequent sale of Shares acquired under the Plan delivered at vesting and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Restricted Stock Awards Grant to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become Participant is subject to tax in more than one jurisdiction, Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Participant shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Participant authorizes the Company and/or and the Employer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) requiring the Participant to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all 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 the Participant’s wages or other compensation payable to the Participant by the Company and/or the Employer; (iii) 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 acquired upon delivery of the Restricted Shares; or (v) withholding in Shares otherwise deliverable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or such other amount that will not cause avoid 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. Participant shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that are not satisfied by such procedure specifically approved by any of the Committee means previously described. The Company may refuse to deliver the Shares to the Participant if the Participant fails to comply with Participant’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or Employeethe Optionee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeOptionee’s participation in the Plan and legally applicable to the Employee him or her (“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 EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Optionee further acknowledges that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awardsthis Option, including including, without limitation, the grant, holding, vesting or vesting exercise of the Stock Awardsthis Option, the holding or issuance of Shares upon exercise of this Option, the subsequent sale of Shares acquired under the Plan pursuant to such issuance and the receipt of any dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurthermore, and if the Company assumes no responsibility or liability in relation Optionee is subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to any relevant taxable or tax withholding event, as applicable, the Employee (or his or her estate) in relation Optionee agrees to the Stock Award unless and until make adequate arrangements 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 of the Company and/or the Employer with respect to the Stock Awardssatisfy all Tax-Related Items. In this regard, the Employee Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company or EmployeeParticipant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee him or her is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsOption grant, including the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (b2) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeParticipant’s liability for Tax- Related Items. Prior to exercise of the Option, Participant will pay or make adequate arrangements satisfactory to Company and/or the Employer to satisfy all withholding and payment on account obligations of Company and/or the Employer. In this regard, Participant authorizes Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, Company may (1) sell or arrange for the sale of Shares that Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. Finally, Participant will pay to Company or achieve the Employer any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes amount 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold as a result of Participant’s participation in the Plan or account for Participant’s purchase of Shares that cannot be satisfied by the means previously described. Company may refuse to honor the exercise and refuse to deliver the Shares if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:section.

Withholding Taxes. Regardless The Participant acknowledges that regardless of any action taken by the Company or Employee’s employer (or, if different, the “Employer”) takes with respect to any or , the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Participant further acknowledges that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsLTI Grant, including the grantvesting or payment of any Award relating to the LTI Grant, holdingthe receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards LTI Grant or any aspect of the Stock Awards Participant’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Participant becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made The Company is authorized to satisfy the Employee (withholding for any or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any 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 any other of at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, are authorized to satisfy the any withholding obligations with regard to all Tax-Related Items by one arising from the vesting or a combination payment of the following, provided, however, that notwithstanding anything herein any Award relating to the contraryLTI Grant, in or sale of shares issued pursuant to the Award, as the case of individuals may be, by withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer. If the Participant is subject to the short-swing profit rules of Section 16 16(b) of the Exchange Act Act, the Company will deduct the number of 1934shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, all or the Committee may determine that a particular method be used to satisfy any Tax Related Items. Shares of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related Items shall only be valued at the Fair Market Value of the Common Stock received in payment of the 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 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. 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, 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. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by such procedure specifically approved by the Committee in resolutions:means previously described. The Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock AwardsUnits, including the grant, holdingvesting or payment of this Grant, the receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the grant of the Deferred Stock Awards Units or any aspect of the Stock Awards Employee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Further, if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made 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 (or fails to comply with his or her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Mondelēz Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 otherwise due by the Employee as set forth in this Section 5) and any theoretical taxes from the Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the followingsale of the shares of Common Stock issued upon vesting of the Deferred Stock Units. Alternatively, providedor in addition, however, that notwithstanding anything herein the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the contrary, in the case amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only 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 the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred 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 such procedure specifically approved 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 Committee Plan) or other applicable withholding rates, including maximum applicable rates, in resolutions: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 is satisfied by withholding in Deferred Stock Units, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Grant, notwithstanding that a number of Deferred Stock Units are held back solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employee’s participation in the Plan.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations All payments made by or undertakings regarding the treatment on behalf of any Tax-Related Items in connection with Loan Party hereunder or under any aspect of the Stock Awardsnote or other Loan Document, including the grantany amount paid pursuant to this Section 16(a), holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required on any payment hereunder or under any other Loan Document, the Loan Parties shall comply with the next sentence of this Section 16(a). If any Taxes are so levied or imposed or otherwise required to be deducted or withheld, (i) the Loan Parties shall notify Agent of such requirement as soon as the applicable Loan Party becomes aware of it, (ii) the Loan Parties shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Loan Party) for its own account or (if that liability is imposed on Agent or any Lender or Participant, as the case may be) on behalf of and in the name of such Agent or such Lender or Participant, (iii) the sum payable by such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the Employee (extent necessary to ensure that after the making of that deduction, withholding or his payment, such Agent or her estate) in relation Lender, as the case may be, receives on the due date a net sum equal to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) what it would have received had no such deduction, withholding or payment been made by the Employee with respect to the payment of any Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, required or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, made; provided, however, that notwithstanding anything herein the Loan Parties shall not be required to increase any such amounts if the contraryincrease in such amount payable results from Agent’s or such Lender’s or Participant’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). The Loan Parties will furnish to Agent as promptly as possible after the date the payment of any Tax is due pursuant to Applicable Law, in the case certified copies of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by tax receipts evidencing such procedure specifically approved payment by the Committee in resolutions:Loan Parties.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, release or assignment of any RSU (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee RSUs is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRSUs, the holding or delivery of the Shares, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Participant has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be made entitled to withhold and Participant agrees to pay, or make adequate arrangements satisfactory to the Employee Company and/or the Employer (or his or her estatein its sole discretion) in relation to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Participant authorizes the Company and/or the Employer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by 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, provided, however, that notwithstanding anything herein : (i) require the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Participant’s wages or other compensation payable to the contrary, in Participant by the case Company and/or the Employer; (iii) arranging for the sale of individuals subject Shares otherwise issuable to Section 16 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 acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the 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”), Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming Participant 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, all as amended)), constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant 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 Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan. 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 only be satisfied by any Participant have the right to require the Company and/or Employer to withhold more than such procedure specifically approved by the Committee in resolutions:amount.

Withholding Taxes. Regardless Executive acknowledges the existence of federal, state, local and foreign income tax and employment tax withholding obligations with respect to the Restricted Stock and agrees that such obligations must be met. If Executive properly elects, within the period permitted under Section 83(b) of the Code after the date on which the shares of Restricted Stock are transferred to Executive, to be taxed with respect to all or any portion of such shares as of the date of transfer rather than the date or dates upon which Executive would otherwise be taxable under Section 83(a) of the Code, Executive shall file a copy of such election with Newmont within the period prescribed by the Treasury Regulations promulgated under Section 83(b) of the Code, and Executive agrees to pay to Newmont in cash at the time of such election any taxes required to be withheld with respect to such shares. To the extent that the immediately preceding sentence does not apply, upon the expiration or termination of the Vesting Period or any portion thereof with respect to shares of Restricted Stock, or upon such other date as of which the value of any action shares of Restricted Stock first becomes includible in Executive’s gross income for tax purposes (such shares, the Company “Vested Stock”), Executive hereby (a) directs Newmont to deliver on behalf of Executive to Mellon Investor Services, or Employee’s employer its successors or assigns, or such other entity that may be designated by Newmont for such purpose from time to time (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related ItemsDesignated Entity”), the Employee acknowledges and agrees number of shares of vested Restricted Stock that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed will result in proceeds at least equal to the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee any withholding taxes due in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting respect of the Stock Awardsvested Restricted Stock, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit directs the Designated Entity (or its designated broker) to sell such shares on behalf of Executive and is under no obligation to structure the terms deliver to Newmont a portion of the proceeds from such sale equal to the amount of such withholding taxes in respect of such vested Restricted Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, portion thereof); provided, however, that notwithstanding anything herein if the Newmont Committee determines that such a sale of shares of vested Restricted Stock would or may be prohibited by Newmont’s Stock Trading Policy or by any applicable law, regulation or rule, such shares shall not be sold in the manner described above but instead a portion of the shares of vested Restricted Stock shall be withheld by Newmont and returned to Newmont’s Treasury Account in satisfaction of such applicable withholding taxes (based on the minimum statutory tax withholding rates that are applicable to supplemental taxable income); provided further, however, that, in lieu of any such sale or retention of shares, Executive may elect to pay any such taxes to Newmont in cash by filing written notice of such election with Newmont not less than five (5) days prior to the contrarydate any shares of Restricted Stock become vested Restricted Stock and remitting such payment to Newmont not later than such date. Notwithstanding the foregoing, the Newmont Committee may, in the case of individuals subject its sole discretion, require Executive to agree to not make an election pursuant to Section 16 83(b) of the Exchange Act Code as a condition for the receipt of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Restricted Stock hereunder.

Withholding Taxes. Regardless The amount of any action taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person in the chain of payment that is responsible for withholding such tax under applicable law. Procedure for Rate Setting and Posting: The Company and the Purchasing Agent will discuss, from time to time, the aggregate principal amounts of, the maturities, the redemption and repayment provisions, the Issue Price and the interest rates (or interest rate formulas and spreads, if applicable) to be borne by Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates (or Employee’s employer interest rate formulas and spreads, if applicable) borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest terms to be referred to herein as “EmployerPosting”) takes or if the Company decides to change interest rates (or interest rate formulas and spreads, if applicable) previously posted by it, it will promptly advise the Purchasing Agent of the prices and interest terms to be posted. The Purchasing Agent in turn will advise the Agents and Selling Group members. For the avoidance of doubt, the Company will, in its sole discretion, determine whether a Posting will be made and which terms will be included in such Posting. The Purchasing Agent will assign a separate CUSIP number for each tranche of Notes to be posted, and will so advise and notify the Company and the Trustee of said assignment by telephone and/or by telecopier or other form of electronic transmission. The Purchasing Agent will include the assigned CUSIP number on all Posting notices communicated to the Agents and Selling Group members. Offering of Notes: In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selling Group members the aggregate principal amount, maturities of, and redemption and repayment provisions, along with respect the interest terms to any or all income taxbe borne by, social insuranceeach tranche of Notes that is the subject of the Posting. Thereafter, payroll taxthe Purchasing Agent, along with the other Agents and the Selling Group members, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: Unless otherwise agreed by the Company and the Purchasing Agent, the Purchasing Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not a Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Purchasing Agent (any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (such day, a “Tax-Related ItemsTrade Day”), (i) complete, execute and deliver to the Employee acknowledges and agrees Company a Terms Agreement that sets forth, among other things, the principal amount of each tranche of Notes that the ultimate liability for all Tax-Related Items legally due Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Employee is Purchasing Agent. Acceptance and remains the Employee’s responsibility and may exceed the amount actually withheld Rejection of Orders: Unless otherwise agreed by the Company and the Purchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Employer. Employee is also solely responsible for filing Company, the Purchasing Agent will promptly advise the Company by telephone of all relevant documentation that may be required of Employee offers to purchase Notes received by it, other than those rejected by it in relation to his whole or her participation in part in the Plan or any Tax-Related Itemsreasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such as but not limited to personal income tax returns or any reporting statements in relation Terms Agreement to the grantPurchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, holding, vesting in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the Stock Awardsaction taken by the Company. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by or on behalf of the Company, the holding Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit H) reflecting the terms of Shares such Note and will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply one copy thereof (or additional copies if requested) to the Purchasing Agent and one copy to the Trustee. The parties acknowledge that pricing and price-dependent information may, of necessity, appear only in the final Pricing Supplement and not in any bank preliminary pricing supplement. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or brokerage account, telecopy to the subsequent sale of Shares, Purchasing Agent and the receipt of dividendsTrustee on the applicable Trade Day. The Purchasing Agent shall send such Pricing Supplement and the Prospectus, if any. Employee further acknowledges that by email, telecopy or overnight express delivery (for delivery no later than 11:00 a.m., New York City time, on the Company and/or Business Day following the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holdingapplicable Trade Day), or vesting of shall give notification that such documents have been filed with the Stock AwardsCommission to each Agent and Selling Group member that made or presented the offer to purchase the applicable Notes. In turn, the holding or subsequent sale of Shares acquired under the Plan each such Agent and the receipt of dividendsSelling Group member will, if any; and (b) does not commit pursuant to and is under no obligation to structure the terms of the Stock Awards or any aspect Selling Agent Agreement and the Master Selected Dealer Agreement will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the Stock Awards Securities Act) or cause to reduce or eliminate be delivered a copy of the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, Prospectus and the Company assumes no responsibility applicable Pricing Supplement to each purchaser of Notes from such Agent or liability in relation Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to any such valuation the Prospectus prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: Subject to “Suspension of Solicitation; Amendment or for any calculation Supplement” below, the Agents will deliver or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject otherwise make available the Prospectus (including the applicable Pricing Supplement) as herein described with respect to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employereach Note sold by it, as applicable) may be required by applicable law. For each offer to withhold purchase a Note solicited by an Agent or account for Tax-Related Items in more than one jurisdiction. No payment Selling Group member and accepted by or on behalf of the Company, the Purchasing Agent will be made issue a confirmation to the Employee purchaser, with notification to the Company, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will, together with such confirmation, deliver to such purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or his or her estatedeliver to the purchaser the Prospectus (including the Pricing Supplement) in relation to such Note. Each Agent or Selling Group member, as the Stock Award unless and until satisfactory arrangements case may be, will deliver to investors purchasing the Notes the Prospectus (as determined by including the Committeeapplicable Pricing Supplement) have been made by the Employee with respect in relation to the payment of such Notes to any Tax-Related Items and any other purchaser of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Notes who so requests.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Eligible Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee tax related-items (“TaxTax Related-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all TaxTax Related-Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for TaxTax Related-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become Optionee is subject to tax in more than one jurisdiction, Employee the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for TaxTax Related-Related Items in more than one jurisdiction. No payment will be made 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 Employee (Company and/or the Employer, or his or her estate) in relation make arrangements satisfactory to the Stock Award unless and until satisfactory arrangements Administrator (as determined in its sole discretion) regarding payment of, all Tax Related-Items required by the Committee) have been made applicable law to be withheld by the Employee with respect to the payment of any Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsOption. In this regardThe obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, the Employee authorizes and the Company and/or the EmployerEmployer 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. The 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 Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or their respective agents(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). 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. If the obligations with regard obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to all Tax-Related Items by one or a combination have been issued the full member of Shares issued upon exercise of the following, provided, however, Options notwithstanding that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 a member of the Exchange Act Shares are held back solely for the purpose of 1934, all Taxpaying the Tax Related-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Items.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, Employer and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become the Optionee is subject to tax in more than one jurisdiction, Employee the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, the Optionee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Optionee authorizes the Company and/or and the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) 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 the Optionee’s wages or other compensation payable to the contraryOptionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; (v) withholding in Shares otherwise issuable to the Optionee, in provided that the case Company withholds only the amount of individuals subject Shares necessary to Section 16 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 Exchange Act Shares on the date of 1934the relevant taxable event; or (vi) any method determined by the Committee to be in compliance with applicable laws. Depending on the withholding method, all the Company and/or the Employer may withhold or account for Tax-Related Items shall only by considering applicable 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 obligation for Tax Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee is deemed to have been issued the full member of Shares issued upon exercise of the Option, notwithstanding that a member of the Shares is held back solely for the purpose of paying the Tax Related Items. The Optionee agrees to pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by such procedure specifically approved by the Committee means previously described. The Company may refuse to issue or deliver to the Optionee any Shares or proceeds from the sale of Shares, if the Optionee fails to comply with his or her obligations in resolutions:connection with the Tax Related Items.

Withholding Taxes. Regardless As a condition to the grant and vesting of any action this Award and as further set forth in Sections 10.7 and 10.8 of the Company or Plan, the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employee’s employer (the “Employer”) takes with respect to and any or all 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 applicable to payable by the Employee Employee, if any, including any Tax Obligations (“Tax-Related Items”)) which arise upon the grant or vesting of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards or the Shares. Regardless of any action the Company or 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 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 ItemsItems (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 Stock Awards, 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/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards 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 Applicable Laws may require varying Share or Stock Award 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 the Stock Award Awards 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 Stock Awards. In Absent an election by Employee described below in this regardparagraph, a portion of the Shares scheduled to be issued pursuant to vested Stock Awards 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 authorizes may elect to furnish to the Company and/or the Employerwritten notice, no more than 30 days and no less than 5 days in advance of a scheduled Vesting Date (or their respective agentsother required withholding event), at their discretion, of his or her intent to satisfy the obligations with regard tax withholding requirement by remitting in cash or check the full amount of the tax withholding to all 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 one the Vesting Date (or a combination of other required withholding event), the following, provided, however, that notwithstanding anything herein Company shall satisfy the tax withholding requirement pursuant to the contrary, in first sentence of this paragraph. If the case of individuals subject to Section 16 of the Exchange Act of 1934, all obligation for Tax-Related Items shall only be is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the Stock Awards, 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 procedure specifically approved by entity certain information regarding the Committee in resolutions:transaction.

Withholding Taxes. Regardless of any action the Company Xxxxx or Employee’s employer (the “Employer”) your Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“"Tax-Related Items”"), the Employee acknowledges you acknowledge and agrees agree that the ultimate liability for all Tax-Related Items legally due by the Employee you is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, Tyson and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the your Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsAward, including the grantgrant of the Award, holding, or the vesting of the Stock AwardsAward, the holding or subsequent sale of Shares any shares of Stock acquired under pursuant to the Plan Award and the receipt of dividends, if any; any dividends or dividend equivalents and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Award to reduce or eliminate the Employee’s your liability for Tax-Related Items. Prior to the delivery of shares of Stock (or cash) upon the vesting of the Award, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes if your country of calculating residence (and country of employment, if different) requires withholding of Tax-Related Items, and Tyson shall withhold a sufficient number of whole shares of Stock otherwise issuable upon the Company assumes no responsibility or liability in relation vesting of the Award that have an aggregate Fair Market Value sufficient to any such valuation or for any calculation or reporting of income or pay the Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be 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 in more than one jurisdictionby considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. No payment The cash equivalent of the shares of Stock withheld will be made 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 Employee 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 his or her your estate) in relation to upon vesting of the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee you with respect to the payment of any Tax-Related Items and any other of the Company and/or the that Tyson or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. If the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all 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 taxation in more than one country, you acknowledge that Tyson, your Employer or one or a combination more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one country. 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 following, withholding of shares of Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the Award and any shares of Stock delivered in payment thereof shall be your sole responsibility; provided, however, that notwithstanding anything herein to the contrary, in the case of individuals if you are subject to Section 16 of the Exchange Act of 1934, all on the date the Tax-Related Items shall only be satisfied by such procedure specifically approved by are due, the Committee in resolutions:shall determine the method for paying the withholding taxes.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee RSUs is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRSUs, the holding or delivery of the Shares, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Participant has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Participant shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Participant authorizes the Company and/or the Employer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) require the Participant to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Participant’s wages or other compensation payable to the Participant by the Company and/or the Employer; (iii) 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 acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan 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 procedure specifically approved by amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the Committee right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to deliver the Shares to the Participant if the Participant fails to comply with Participant’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless The Participant acknowledges that, regardless of any action taken by the Company Corporation or Employee’s employer (the “Employer”) takes with respect to Employing Company, the ultimate liability for any or all income tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding or liability in connection with any other required deductions aspect of the RSUs, including the grant, vesting, or payments related to settlement of the Employee’s participation in RSUs or the Plan and legally applicable to the Employee subsequent sale of Shares (“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 his or her responsibility and may exceed the amount actually withheld by the Company Corporation or the EmployerEmploying Company. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsFurthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Participant acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if anyItems; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the RSUs or any aspect of the Stock Awards Participant’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or to achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Participant has become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Employee the Participant acknowledges that the Company Corporation and/or the Employer Employing Company (or former employerEmploying Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, the Participant shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless and until satisfactory arrangements (as determined by Corporation and/or the Committee) have been made by the Employee with respect Employing Company to the payment of any satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee Participant authorizes the Company Corporation and/or the EmployerEmploying 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 followingfollowing methods: (1) withholding from Participant’s wages or other cash compensation paid to 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 Participant’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, providedand the Participant does not make a choice, howeverthen 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 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 Participant shall pay to the Corporation or the Employing Company, any amount of Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. The Participant understands that no Shares or proceeds from the sale of Shares shall be delivered to Participant, notwithstanding the lapse of the restrictions on the RSUs, unless and until the Participant shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything herein in this Section 12 to the contrary, in if the case of individuals RSUs are considered nonqualified deferred compensation subject to Section 16 409A, the fair market value of the Exchange Act Shares withheld together with the amount of 1934, all cash withheld may not exceed the liability for Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Items.

Withholding Taxes. Regardless The Employee acknowledges that, regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsAward, including the grant, holding, vesting or vesting payment of the Stock AwardsAward, the holding receipt of any dividends or the subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Restricted Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, Items or achieve any particular tax result. Further if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, jurisdiction (including jurisdictions outside the United States) between the date of grant and the date of any relevant taxable event the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No 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 will be made in a form acceptable to the Employee (or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Company for all applicable Tax-Related Items Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Mondelēz Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 and any theoretical taxes from the Employee’s wages or a combination other cash compensation paid by the Company and/or the Employer. Alternatively, or in addition, the Company may (i) deduct the number of the following, provided, however, that notwithstanding anything herein Restricted Shares having an aggregate value equal to the contrary, in the case amount of individuals subject to Section 16 of the Exchange Act of 1934, all 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; (ii) instruct the broker whom it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) to sell the Restricted Shares 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 Award, 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 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 satisfaction of withholding tax requirements shall only be valued at the Fair Market Value of the Common 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 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 is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Award, notwithstanding that a number of Restricted Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan. 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 such procedure specifically approved by the Committee in resolutions:means previously described.

Withholding Taxes. Regardless Except as otherwise provided in this ----------------- Agreement, any and all payments by any Loan Party to or for the account of any action Lender, any of the Company Agents or Employee’s employer (the “Employer”) takes Fronting Bank hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect to any or all income taxthereto, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contraryexcluding, in the case of individuals subject to Section 16 each Lender, each of the Exchange Act of 1934Agents, all Tax-Related Items shall only be satisfied or the --------- Fronting Bank (as applicable), taxes imposed on or measured by such procedure specifically approved its income, and franchise taxes imposed on it, by the Committee jurisdiction under the laws of which such Lender (or its Applicable Lending Office), such of the Agents, or the Fronting Bank (as the case may be) is organized, located or doing business or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If a Loan Party shall be ----- required by law to deduct any Taxes from or in resolutions:respect of any sum payable under any Loan Document to any Lender, any of the Agents, or the Fronting Bank (as applicable), (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.6) such Lender, ----------- such of the Agents, or the Fronting Bank (as applicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions, (iii) the applicable Loan Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, and (iv) the applicable Loan Party shall furnish to Administrative Agent the original or a certified copy of a receipt evidencing payment thereof.

Withholding Taxes. Regardless of any action the Company or Employee’s or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s your participation in the Omnibus Plan and legally applicable to the Employee you (“Tax-Related Items”), the Employee acknowledges and agrees you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Employee you is and remains the Employee’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related ItemsFurthermore, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges you acknowledge that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Share Award or the underlying Shares, including including, but not limited to, the grant, holdingvesting, or vesting payment of this Performance Share Award or the Stock Awards, the holding or subsequent sale of Shares acquired under issued in payment of the Plan and the receipt of dividends, if anyPerformance Share Award; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the Performance Share Award or any aspect of your participation in the Stock Awards Omnibus Plan to reduce or eliminate the Employee’s your liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share If you are or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment will be made of the Performance Share Award or sale of Shares issued pursuant to the Employee (or his or her estate) in relation Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the Stock amount of Tax-Related Items withholding due from a Performance Share Award unless and until satisfactory arrangements (Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as determined described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares 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 withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued 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 Committee) have been made remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding 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 case may be, by withholding from your wages, or other cash compensation payable to you by the Employee with respect Company and/or the Employer. If you are subject to the payment 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 any other in the absence of the Participant’s election, the Company and/or shall deduct the Employer with respect number of Shares having an aggregate value equal to the Stock Awardsamount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any Tax-Related Items withholding. In Shares deducted from the payment of this regardPerformance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares 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. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Employee authorizes the Company and/or the Employer, may withhold or their respective agents, at their discretion, to satisfy the obligations with regard to all account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination of the followingother applicable withholding rates, provided, however, that notwithstanding anything herein including maximum applicable rates in your jurisdiction(s). You shall pay to the contrary, in Company or the case Employer any amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only 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 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 such procedure specifically approved by the Committee in resolutions:tax equalization policy.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee RSUs is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRSUs, the holding or delivery of the Shares, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Participant has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Participant shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Participant authorizes the Company and/or and the Employer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) requiring the Participant to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all 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 the Participant’s wages or other compensation payable to the Participant by the Company and/or the Employer; (iii) 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 acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan 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 procedure specifically approved by amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the Committee right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to deliver the Shares to the Participant if the Participant fails to comply with Participant’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock AwardsUnits, including the grant, holdingvesting or payment of this Grant, the receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the grant of the Deferred Stock Awards Units or any aspect of the Stock Awards Employee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Further, if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made 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 (or fails to comply with his or her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Mondelēz Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 otherwise due by the Employee as set forth in this Section 5) and any theoretical taxes from the Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the followingsale of the shares of Common Stock issued upon vesting of the Deferred Stock Units. Alternatively, providedor in addition, however, that notwithstanding anything herein the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the contrary, in the case amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only 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 the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred 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 such procedure specifically approved the means previously described. To avoid any negative accounting treatment or for any other reason, the 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 Committee Plan) or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in resolutions:Deferred Stock Units, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Grant, notwithstanding that a number of Deferred Stock Units are held back solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employee’s participation in the Plan.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsPerformance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Shares, including the grant, holding, or vesting of the Stock AwardsPerformance Shares, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards Performance Shares or any aspect of the Stock Awards Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Lawsapplicable laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 Stock AwardsPerformance Shares. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company Xxxxx or Employee’s employer (the “Employer”) your Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“"Tax-Related Items”"), the Employee acknowledges you acknowledge and agrees agree that the ultimate liability for all Tax-Related Items legally due by the Employee you is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, Tyson and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the your Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsAward, including the grantgrant of the Award, holding, or the vesting of the Stock AwardsAward, the holding or subsequent sale of Shares any shares of Stock acquired under pursuant to the Plan Award and the receipt of dividends, if any; any dividends or dividend equivalents and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Award to reduce or eliminate the Employee’s your liability for Tax-Related Items. Prior to the delivery of shares of Stock (or cash) upon the vesting of the Award, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes if your country of calculating residence (and country of employment, if different) requires withholding of Tax-Related Items, and Tyson shall withhold a sufficient number of whole shares of Stock otherwise issuable upon the Company assumes no responsibility or liability in relation vesting of the Award that have an aggregate Fair Market Value sufficient to any such valuation or for any calculation or reporting of income or pay the Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be 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 in more than one jurisdictionby considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. No payment The cash equivalent of the shares of Stock withheld will be made 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 Employee 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 his or her your estate) in relation to upon vesting of the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee you with respect to the payment of any Tax-Related Items and any other of the Company and/or the that Tyson or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. If the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all obligation for your Tax-Related Items is satisfied by one or withholding a combination 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 following, provided, however, that notwithstanding anything herein to shares of Stock is held back solely for the contrary, in purpose of paying the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only 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 such procedure specifically approved the means described herein. The Company 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 taxation in more than one country, you acknowledge that Tyson, your Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one country. 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 Committee withholding of shares of Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the Award and any shares of Stock delivered in resolutions:payment thereof shall be your sole responsibility.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock AwardsUnits, including the grant, holdingvesting or settlement of the Deferred Stock Units, the receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the grant of the Deferred Stock Awards Units or any aspect of the Stock Awards Employee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Further, if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if 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) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made 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 (or fails to comply with his or her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “hypothetical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Mondelēz Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 Tax-Related Items legally due by one the Employee (or a combination otherwise due by the Employee as set forth in this paragraph 5) and any hypothetical taxes from the Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the followingsale of the shares of Common Stock issued upon vesting of the Deferred Stock Units, providedin which case, howeverthe Company may instruct the broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units, that notwithstanding anything herein except to the contraryextent that such a sale would violate any U.S. federal securities law or other applicable law. Alternatively, or in addition, the case Company may (i) deduct the number of individuals subject Deferred Stock Units having an aggregate value equal to Section 16 the amount of the Exchange Act of 1934, all Tax-Related Items shall only 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 such procedure specifically approved the means previously described. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering statutory withholding rates (in accordance with Section 14(d) of the Committee Plan) or other withholding rates, including minimum rates or maximum rates applicable in resolutions: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 from the applicable tax authorities. In the event of under-withholding, the Employee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Grant, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items and/or hypothetical taxes due as a result of any aspect of the Employee’s participation in the Plan.

Withholding Taxes. Regardless The Employee acknowledges that regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock AwardsUnits, including the grant, holdingvesting or settlement of the Deferred Stock Units, the receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the grant of the Deferred Stock Awards Units or any aspect of the Stock Awards Employee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Further, if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if 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) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made 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 (or fails to comply with his or her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “hypothetical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Mondelēz Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 Tax-Related Items legally due by one the Employee (or a combination otherwise due by the Employee as set forth in this paragraph 5) and any hypothetical taxes from the Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the followingsale of the shares of Common Stock issued upon vesting of the Deferred Stock Units, providedin which case, howeverthe Company may instruct the broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units, that notwithstanding anything herein except to the contraryextent that such a sale would violate any U.S. federal securities law or other applicable law. Alternatively, or in addition, the case Company may (i) deduct the number of individuals subject Deferred Stock Units having an aggregate value equal to Section 16 the amount of the Exchange Act of 1934, all Tax-Related Items shall only 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 such procedure specifically approved the means previously described. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering statutory withholding rates (in accordance with Section 14(d) of the Committee Plan) or other withholding rates, including minimum rates or maximum rates applicable in resolutions: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. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Grant, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items and/or hypothetical taxes due as a result of any aspect of the Employee’s participation in the Plan.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, exercise, release or assignment of any Option (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be made entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Employee Company and/or the Employer (or his or her estatein its sole discretion) in relation to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Optionee authorizes the Company and/or the Employer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) require the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Optionee’s wages or other compensation payable to the contraryOptionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to the Optionee, in provided that the case Company withholds only the amount of individuals subject Shares necessary to Section 16 satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the 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, all 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 Optionee’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 only be satisfied by any Optionee have the right to require the Company and/or the Employer to withhold more than such procedure specifically approved by the Committee in resolutions:amount.

Withholding Taxes. Regardless of any action the Company or Employee’s or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s your participation in the Plan and legally applicable to the Employee you (“Tax-Related Items”), the Employee acknowledges and agrees you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Employee you is and remains the Employee’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related ItemsFurthermore, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges you acknowledge that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Share Award or the underlying Shares, including including, but not limited to, the grant, holdingvesting, or vesting payment of this Performance Share Award or the Stock Awards, the holding or subsequent sale of Shares acquired under issued in payment of the Plan and the receipt of dividends, if anyPerformance Share Award; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the Performance Share Award or any aspect of your participation in the Stock Awards Plan to reduce or eliminate the Employee’s your liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share If you are or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment will be made of the Performance Share Award or sale of Shares issued pursuant to the Employee (or his or her estate) in relation Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the Stock amount of Tax-Related Items withholding due from a Performance Share Award unless and until satisfactory arrangements (Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as determined described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the 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 the granting, vesting or payment of this Performance Share Award, the sale of Shares issued 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 Committee) have been made remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. 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 case may be, by withholding from your wages, or other cash compensation payable to you by the Employee with respect Company and/or the Employer. If you are subject to the payment 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 any other in the absence of the Participant’s election, the Company and/or shall deduct the Employer with respect number of Shares having an aggregate value equal to the Stock Awardsamount 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 satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares 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. The Company may refuse to issue or deliver the 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). In this regardthe event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Employee authorizes 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 directly to the applicable tax authority or to the Company and/or the Employer, . You shall pay to the Company or their respective agents, at their discretion, to satisfy the obligations with regard to all Employer any amount of Tax-Related Items by one that the Company or a combination of the following, provided, however, Employer may be required to withhold that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only cannot be satisfied by the means previously described. If you are covered by a 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 such procedure specifically approved by the Committee in resolutions:tax equalization policy.

Withholding Taxes. Regardless of any action the Corporation or the Employing Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurancesecurity, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”), the Employee Grantee 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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awardsresponsibility. Furthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Grantee acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsRSUs, including the grant, holdingvesting, or vesting settlement of the Stock Awards, RSUs or the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if anyShares; and (b) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant of the RSUs or any aspect of the Stock Awards Grantee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items. Prior to the relevant taxable event, the Grantee shall pay or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and make adequate arrangements satisfactory to 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company Corporation and/or the Employer (or former employer, as applicable) may be required Employing Company 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 the Stock Award 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 satisfy all withholding obligations of the Company Corporation and/or the Employer with respect to the Stock AwardsEmploying Company. In this regard, the Employee Grantee authorizes the Company Corporation and/or the Employer, or their respective agentsEmploying Company, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the followingfollowing methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of Shares issued upon vesting of the RSUs, providedon the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization, however, that notwithstanding anything herein through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise) equal to the contraryamount required to be withheld; or (3) withholding from the Shares otherwise issuable to the Grantee the number of Shares with a Fair Market Value, as defined in the case of individuals subject Plan, on the date the restrictions lapse equal to Section 16 the amount of the Exchange Act aggregate minimum amount of 1934, all Tax-Related Items to be so satisfied. If the Tax-Related Items are satisfied by reducing the number of Shares issuable upon vesting of the RSUs, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee shall only pay to the Corporation or the Employing Company any amount of Tax-Related Items that the Corporation or the Employing Company may be required to withhold as a result of Grantee’s participation in the Plan or Grantee’s acquisition of Shares that cannot be satisfied by such procedure specifically approved by the Committee in resolutions:means previously described. The Grantee understands that no 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 as provided herein.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect The Purchasers shall be entitled to any or deduct and withhold from all income tax, social insurance, payroll tax, or any other required deductions or payments related amounts payable to the EmployeeSellers under this Agreement such amounts that the Purchasers are required to deduct and withhold and pay over to the applicable Taxing Authority under any applicable Law. To the extent that amounts are so deducted and withheld and paid over to the applicable Taxing Authority, such amounts shall be treated for all purposes as having been paid to the Sellers. If one or more of the Purchasers intends to deduct and withhold from any Stock Consideration or Cash Consideration payable to the Sellers under this Agreement, the Purchaser shall notify the Sellers in writing at least fifteen (15) Business Days prior to the date withholding is required, together with a statement setting forth the amount to be deducted and withheld. If the Sellers object in writing to the Purchaser’s participation determination within seven (7) Business Days of such notice, the parties shall negotiate in good faith to agree on the amount that should be deducted and withheld. If the parties are unable to agree on such amount prior to the applicable payment date, they shall request a mutually agreeable independent leading law firm or accounting firm in the Plan relevant jurisdiction to render an opinion on the amount required to be deducted and legally applicable withheld, which opinion, absent manifest error, shall be conclusive and binding and the disputed amount of withholding shall be transferred by the Purchaser to a mutually agreeable independent escrow agent, which shall hold the disputed amount until such law firm or accounting firm has rendered its opinion and subsequently release the amount to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company Purchaser and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items Sellers as directed by such opinion. The costs incurred in connection with any aspect the engagement of the Stock Awards, including the grant, holding, such law firm or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan accounting firm and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 escrow agent shall be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined paid by the Committee) have been made by the Employee with respect party whose position was not followed pursuant to the payment of any Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:5.15(j).

Withholding Taxes. Regardless The Participant acknowledges that regardless of any action taken by the Company or Employee’s employer (or, if different, the “Employer”) takes with respect to any or , the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Participant further acknowledges that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsLTI Grant, including the grantvesting or payment of any Award relating to the LTI Grant, holdingthe receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards LTI Xxxxx or any aspect of the Stock Awards Participant’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Participant becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made The Company is authorized to satisfy the Employee (withholding for any or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any 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 any other of at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, are authorized to satisfy the any withholding obligations with regard to all Tax-Related Items by one arising from the vesting or a combination payment of the following, provided, however, that notwithstanding anything herein any Award relating to the contraryLTI Xxxxx, in or sale of shares issued pursuant to the Award, as the case may be, by withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer. Shares of individuals subject to Section 16 Common Stock deducted from the LTI Award Payout in satisfaction of the Exchange Act of 1934, all any Tax-Related Items shall only be valued at the Fair Market Value of the Common Stock received in payment of the 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 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 the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by such procedure specifically approved by the means previously described. The Company may refuse to issue 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) of the 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. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering statutory withholding rates or other applicable withholding rates in resolutions: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. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.

Withholding Taxes. Regardless of any action the Corporation or the Employing Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurancesecurity, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”), the Employee Grantee 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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awardsresponsibility. Furthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Grantee acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardsGrant, including the grant, holding, grant or vesting of the Stock AwardsRestricted Stock, the holding receipt of dividends or the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if anyShares; and (b) does do not commit to and is under no obligation to structure the terms of the Restricted Stock Awards Grant or any aspect of the Stock Awards Grantee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items. Prior to the relevant taxable event, the Grantee shall pay or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and make adequate arrangements satisfactory to 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company Corporation and/or the Employer (or former employer, as applicable) may be required Employing Company 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 the Stock Award 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 satisfy all withholding obligations of the Company Corporation and/or the Employer with respect to the Stock AwardsEmploying Company. In this regard, the Employee 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 Company Corporation and/or the Employer, or their respective agentsEmploying Company, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein following methods: (1) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of unrestricted Shares to be delivered to the contraryGrantee upon vesting under Section 6 above, on the 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 case of individuals subject amount required to Section 16 be withheld; or (3) withholding Shares from the Restricted Stock held in custody by the Corporation with a Fair Market Value equal to the amount of the Exchange Act aggregate minimum statutory or other applicable minimum obligation for Tax-Related Items. Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of 1934, all Tax-Related Items shall only that the Corporation or the Employing Company may be required to withhold as a result of Grantee’s participation in the Plan or Grantee’s acquisition of Shares that cannot be satisfied by such procedure specifically approved by the Committee in resolutions:means previously described. The Grantee understands that no Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions thereon, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto as provided herein.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan The Borrower and legally applicable to the Employee (“Tax-Related Items”), the Employee acknowledges and agrees Canadian Borrower hereby agree 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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been all payments made by the Employee with respect to Borrower and/or the payment Canadian Borrower hereunder and under the other Loan Documents shall be made free and clear of, and without deduction for, any and all taxes, levies, fees, duties, imposts, deductions, charges or withholdings of any Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock Awards. In this regardnature whatsoever, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contraryexcluding, in the case of individuals subject to Section 16 the Agents or the Banks or any holder of the Exchange Act Notes, (i) taxes imposed on, or measured by, its net income or profits, (ii) franchise taxes imposed on it, (iii) taxes imposed by any jurisdiction as a direct consequence of 1934it, or any of its affiliates, having a present or former connection with such jurisdiction, including, without limitation, being organized, existing or qualified to do business, doing business or maintaining a permanent establishment or office in such jurisdiction, (iv) taxes imposed by reason of its failure to comply with any applicable certification, identification, information, documentation or other reporting requirement, or (v) any backup withholding (all Taxsuch non-Related Items shall only excluded taxes being hereinafter referred to as "Indemnifiable Taxes"). In the event that any withholding or deduction from any payment to be satisfied made by the Borrower or the Canadian Borrower hereunder is required in respect of any Indemnifiable Taxes pursuant to any applicable law, or governmental rule or regulation, then the Borrower or the Canadian Borrower will (i) direct to the relevant taxing authority the full amount required to be so withheld or deducted, (ii) forward to the applicable Agent for delivery to the applicable Bank an official receipt or other documentation satisfactory to the applicable Agent and the applicable Bank evidencing such payment to such taxing authority, and (iii) direct to the applicable Agent for the account of the applicable Banks such additional amount or amounts as is necessary to ensure that the net amount actually received by each relevant Bank will equal the full amount such Bank would have received had no such withholding or deduction (including any Indemnifiable Taxes on such additional amounts) been required. Moreover, if any Indemnifiable Taxes are directly asserted against the applicable Agent or any Bank with respect to any payment received by the Agents or such Bank by reason of the Borrower's or the Canadian Borrower's failure to properly deduct and withhold such Indemnifiable Taxes from such payment, the applicable Agent or such Bank may pay such Indemnifiable Taxes and the Borrower or the Canadian Borrower will promptly pay all such additional amounts (including any penalties, interest or reasonable expenses) as are necessary in order that the net amount received by such procedure specifically approved Person after the payment of such Indemnifiable Taxes (including any Indemnifiable Taxes on such additional amount) shall equal the amount such Person would have received had not such Indemnifiable Taxes been asserted. Any such payment shall be made promptly after the receipt by the Committee Borrower or the Canadian Borrower from the applicable Administrative Agent or such Bank, as the case may be, of a written statement setting forth in resolutions:reasonable detail the amount of the Indemnifiable Taxes and the basis of the claim. If the Borrower or the Canadian Borrower shall pay any taxes or make any payments with respect to any taxes which are not Indemnifiable Taxes, then the applicable Agent or the Bank which has received any such payment or with respect to which any such payment was made shall reimburse the Borrower or the Canadian Borrower, within five (5) Business Days of request by such Person, the amount so paid by such Person, together with interest at the rate then applicable to Base Rate Loans from the date such amounts were paid by such Person.

Withholding Taxes. Regardless Director acknowledges that, regardless of any action the Company or Employee’s employer (the “Employer”) Newmont takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeDirector’s participation in the Plan and legally applicable to the Employee Director (“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 EmployeeDirector’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividendsNewmont, if any. Employee Director further acknowledges that the Company and/or the Employer Newmont (ai) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsDSUs, including including, without limitation, the grant, holding, vesting or vesting settlement of the Stock AwardsDSUs, the holding or issuance of Shares, the subsequent sale of Shares shares of Common Stock acquired under the Plan pursuant to such issuance, and the receipt of dividends, if anyany dividends and/or Dividend Equivalents; and (bii) does not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards DSUs to reduce or eliminate the EmployeeDirector’s liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, Director acknowledges that if Employee has become Director is subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (any relevant taxable or his or her estate) in relation tax withholding event, as applicable, Director agrees to the Stock Award unless and until make adequate arrangements satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Newmont to satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee Director authorizes the Company and/or the Employer, 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 one or a combination withholding in shares of Common Stock to be issued upon settlement of the followingDSU. 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, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 by Director’s acceptance of the Exchange Act of 1934DSU, all he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Depending on the withholding method, Newmont may withhold or account for Tax-Related Items shall only by considering applicable minimum statutory withholding rates or other applicable withholding rates, 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 is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by such procedure specifically approved by the Committee means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in resolutions:connection with the Tax-Related Items.

Withholding Taxes. Regardless The Participant acknowledges that regardless of any action taken by the Company or Employee’s employer (or, if different, the “Employer”) takes with respect to any or , the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee 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 Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee ) is and remains the Employee’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Participant further acknowledges that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsLTI Grant, including the grantvesting or payment of any Award relating to the LTI Grant, holdingthe receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards LTI Grant or any aspect of the Stock Awards Participant’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Participant becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made The Company is authorized to satisfy the Employee (withholding for any or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any 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 any other of at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, are authorized to satisfy the any withholding obligations with regard to all Tax-Related Items by one arising from the vesting or a combination payment of the following, provided, however, that notwithstanding anything herein any Award relating to the contraryLTI Grant, in or sale of shares issued pursuant to the Award, as the case of individuals may be, by withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer. If the Participant is subject to the short-swing profit rules of Section 16 16(b) of the Exchange Act Act, the Company will deduct the number of 1934shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, all or the Committee may determine that a particular method be used to satisfy any Tax Related Items. Shares of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related Items shall only be valued at the Fair Market Value of the Common Stock received in payment of the 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 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. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering statutory withholding 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. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by such procedure specifically approved by the Committee in resolutions:means previously described. The Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become Optionee is subject to tax in more than one jurisdiction, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Optionee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Optionee authorizes the Company and/or and the Employer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) requiring the Optionee to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all 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 the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan 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 procedure specifically approved by amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the Committee right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Optionee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Optionee authorizes the Company and/or the Employer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) require the Optionee to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan 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 procedure specifically approved by amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the Committee right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless of any action the Company or Employee’s employer and/or the Subsidiary employing the Participant (the “Employer”) takes take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax or other tax, or any other required deductions or payments -related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”), the Employee Participant hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by with respect to the Employee 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 the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Participant further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock AwardsUnits, including the grantgrant of the Restricted Stock Units, holding, or the vesting of the Restricted Stock AwardsUnits, the holding or issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of dividends, if anyany dividends and/or any dividend equivalents; and (bii) does do not commit to and is are under no obligation to structure the terms of the Stock Awards Award or any aspect of the Restricted Stock Awards Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. FurtherFurthermore, if Employee the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Employee the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable or his tax withholding event, as applicable, the Participant shall pay or her estate) in relation make adequate arrangements satisfactory to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awardssatisfy all Tax-Related Items. In this regard, the Employee Participant hereby authorizes the Company and/or the Employer, 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 Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing Optionee (the “Employer”) takes take with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, exercise, release or assignment of any Option (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be made entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Employee (or his or her estate) in relation Company and/or the Employer to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretionin its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to Optionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided, however, provided that notwithstanding anything herein the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the contrary, in Company or the case Employer any amount of individuals subject Tax-Related Items that the Company or the Employer may be required to Section 16 account to HMRC with respect to the event giving rise to the 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, or, if the Chargeable Event occurs on or after April 6, 2014, within 90 days after the end of the UK tax year in which the Chargeable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (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, all 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 Optionee’s obligations in connection with the Tax-Related Items shall only be satisfied by such procedure specifically approved by as described in this Section, the Committee in resolutions:Company may refuse to deliver the Shares acquired under the Plan.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing Optionee (the “Employer”) takes take with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, exercise, release or assignment of any Option (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of any dividends, if any; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be made entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Employee (or his or her estate) in relation Company and/or the Employer to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretionin its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by Optionee by one or a combination of the following, provided, however, that notwithstanding anything herein : (i) require Optionee to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all pay Tax-Related Items shall only be satisfied by such procedure specifically approved in cash with a cashier’s check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to Optionee by the Committee Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in resolutions:Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments or any other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to for the Stock Award 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 Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless The Employee acknowledges that, regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax‑related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsAward, including the grant, holdingvesting or payment of the Award, the receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Restricted Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, Items or achieve any particular tax result. Further if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made The Company may refuse to issue or deliver shares of Common Stock upon vesting of the Restricted Shares if Employee (or fails to comply with his or her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Kraft Foods Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 and any theoretical taxes from the Employee’s wages or a combination other cash compensation paid by the Company and/or the Employer or from proceeds of the followingsale of the shares of Common Stock issued upon vesting of the Restricted Shares. Alternatively, providedor in addition, however, that notwithstanding anything herein the Company may (i) deduct the number of Restricted Shares having an aggregate value equal to the contrary, in the case amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only and any theoretical taxes due from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker whom it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) to sell any shares of Common Stock that the Employee acquires upon vesting of the Restricted Shares 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 Award, 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 Restricted Shares upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. If the obligation for Tax-Related Items and/or any theoretical taxes is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares underlying the Award, notwithstanding that a number of Restricted Shares are held back solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employee’s participation in the Plan. To avoid any negative accounting treatment, the 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. 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 such procedure specifically approved by the Committee in resolutions:means previously described.

Withholding Taxes. Regardless The Grantee acknowledges that, regardless of any action taken by the Company Corporation or Employee’s employer (the “Employer”) takes with respect to Employing Company, the ultimate liability for any or all income tax, social insurancesecurity, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“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 his or her responsibility and may exceed the amount actually withheld by the Company Corporation or the EmployerEmploying Company. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock AwardsFurthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Grantee acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsRSUs, including the grant, holdingvesting, or vesting settlement of the Stock Awards, RSUs or the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if anyShares; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the RSUs or any aspect of the Stock Awards Grantee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or to achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related ItemsFurther, and if the Company assumes no responsibility or liability in relation Grantee has become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Employee the Grantee acknowledges that the Company Corporation and/or the Employer Employing Company (or former employerEmploying Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, the Grantee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless and until satisfactory arrangements (as determined by Corporation and/or the Committee) have been made by the Employee with respect Employing Company to the payment of any satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee Grantee authorizes the Company Corporation and/or the EmployerEmploying 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 followingfollowing 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. If the Corporation gives the Grantee the power to choose the withholding method, providedand the Grantee does not make a choice, howeverthen 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 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. Notwithstanding anything herein in this Section 11 to the contrary, in if the case of individuals subject to Section 16 RSUs are considered nonqualified deferred compensation, the fair market value of the Exchange Act shares withheld together with the amount of 1934, all cash withheld may not exceed the liability for Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Items. RESTRICTED STOCK UNIT RETENTION GRANT FORM – February 2014

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee tax related-items (“TaxTax Related-Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all TaxTax Related-Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for TaxTax Related-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become Optionee is subject to tax in more than one jurisdiction, Employee the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for TaxTax Related-Related Items in more than one jurisdiction. No payment will be made 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 Employee (Company and/or the Employer, or his or her estate) in relation make arrangements satisfactory to the Stock Award unless and until satisfactory arrangements Administrator (as determined in its sole discretion) regarding payment of, all Tax Related-Items required by the Committee) have been made applicable law to be withheld by the Employee with respect to the payment of any Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsOption. In this regardThe obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, the Employee authorizes and the Company and/or the EmployerEmployer 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. The 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 Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or their respective agents(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 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 Taxwithholding method, the Company may withhold or account for Tax Related-Related Items by one or considering maximum applicable rates to the extent permitted by the Plan, in which case the Optionee may receive a combination refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax Related-Items is satisfied by withholding in Shares, for tax purposes, the Optionee shall be deemed to have been issued the full member of Shares issued upon exercise of the following, provided, however, Options notwithstanding that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 a member of the Exchange Act Shares are held back solely for the purpose of 1934, all Taxpaying the Tax Related-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Items.

Withholding Taxes. Regardless of any action the Corporation or the Employing Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurancesecurity, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”), the Employee Optionee 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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awardsresponsibility. Furthermore, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further Optionee acknowledges that the Company Corporation and/or the Employer Employing Company (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsOption, including the grant, holdingvesting, or vesting exercise of the Stock Awards, Option or the holding or subsequent sale of Shares acquired under the Plan and the shares of Common Stock or receipt of dividends, if any; and (b) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant of the Option or any aspect of the Stock Awards Optionee’s participation in the Plan to reduce or eliminate the Employee’s his or her liability for Tax-Related Items. Prior to the relevant taxable event, the Optionee shall pay or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and make adequate arrangements satisfactory to 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company Corporation and/or the Employer (or former employer, as applicable) may be required Employing Company 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 the Stock Award 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 satisfy all withholding obligations of the Company Corporation and/or the Employer with respect to the Stock AwardsEmploying Company. In this regard, the Employee Corporation may notify the Optionee of the amount of Tax-Related Items, if any, required under U.S. federal and, where applicable, state and local or non-U.S. law, and in which case, the Optionee shall, forthwith upon the receipt of such notice, remit the required amount to the Corporation in cash or in accordance with such regulations as the Committee may prescribe. Alternatively, the Optionee authorizes the Company Corporation and/or the Employer, or their respective agentsEmploying Company, at their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the followingfollowing methods: (1) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of shares issued upon exercise of the Option, providedon the Optionee’s behalf and at the Optionee’s direction pursuant to this authorization, however, that notwithstanding anything herein through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise) equal to the contraryamount required to be withheld; or (3) withholding from the shares of Common Stock otherwise issuable to the Optionee the number of Shares with a Fair Market Value, as defined in the case Plan, on the date of individuals subject exercise equal to Section 16 the amount of the Exchange Act aggregate minimum amount of 1934, all Tax-Related Items to be so satisfied. If the Tax-Related Items are satisfied by reducing the number of shares of Common Stock issuable upon exercise of the Option, (solely for tax purposes), the Optionee is deemed to have been issued the full number of Shares subject to the Option, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee shall only pay to the Corporation or the Employing Company any amount of Tax-Related Items that the Corporation or the Employing Company may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by such procedure specifically approved by the Committee in resolutions:means previously described. The Optionee understands that no shares of Common Stock shall be delivered to Optionee, notwithstanding the exercise thereof, unless and until the Optionee shall have satisfied any obligation for Tax-Related Items with respect thereto as provided herein.

Withholding Taxes. Regardless The following provision supplements Section 6(b) of the Agreement: The Participant acknowledges that, regardless of any action taken by the Company or Employeeor, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the EmployeeParticipant’s participation in the Plan and this Award and legally applicable to the Employee Participant (“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 EmployeeParticipant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee The Participant further acknowledges that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, vesting or vesting settlement of the Stock AwardsRSUs, the holding or subsequent sale of Shares shares of Common Stock acquired under the Plan pursuant to such settlement and the receipt of dividends, if anyany dividends and/or any dividend equivalents; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share If the Participant is or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable or his or her estate) in relation tax withholding event, as applicable, the Participant agrees to the Stock Award unless and until make adequate arrangements 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 of the Company and/or the Employer with respect to the Stock Awardssatisfy all Tax-Related Items. In this regard, the Employee Participants authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Withholding Taxes. Regardless of any action the Company or Employee’s or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s your participation in the Omnibus Plan and legally applicable to the Employee you (“Tax-Related Items”), the Employee acknowledges and agrees you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Employee you is and remains the Employee’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related ItemsFurthermore, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges you acknowledge that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsPerformance Share Award, including including, but not limited to, the grant, holdingvesting, or vesting payment of this Performance Share Award or the Stock Awards, the holding or subsequent sale of Shares acquired under issued in payment of the Plan and the receipt of dividends, if anyPerformance Share Award; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant of the Performance Share Award or any aspect of your participation in the Stock Awards Omnibus Plan to reduce or eliminate the Employee’s your liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share If you are or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation become subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment will be made of the Performance Share Award or sale of Shares issued pursuant to the Employee (or his or her estate) in relation Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the Stock amount of Tax-Related Items withholding due from a Performance Share Award unless and until satisfactory arrangements (Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as determined described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares 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 withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued 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 Committee) have been made remittance of the required amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding 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 case may be, by withholding from your wages, or other cash compensation paid to you by the Employee with respect Company and/or the Employer. If you are subject to the payment 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 any other in the absence of the Participant’s election, the Company and/or shall deduct the Employer with respect number of Shares having an aggregate value equal to the Stock Awardsamount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. In Shares deducted from the payment of this regardPerformance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares 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. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Employee authorizes the Company and/or the Employer, may withhold or their respective agents, at their discretion, to satisfy the obligations with regard to all account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination of the followingother applicable withholding rates, provided, however, that notwithstanding anything herein including maximum applicable rates in your jurisdiction(s). You shall pay to the contrary, in Company or the case Employer any amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only 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 Company tax equalization policy, you also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such procedure specifically approved by the Committee in resolutions:tax equalization policy.

Withholding Taxes. (a) Regardless of any action the Company (or, if applicable, the Parent, Subsidiary or Employee’s employer Affiliate employing or retaining you (the “Employer”)) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee you (“Tax-Related Items”), the Employee acknowledges and agrees you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or and/or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee You further acknowledges acknowledge that the Company and/or and the Employer (a1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting vested status of the Stock AwardsRSUs, the holding or issuance of Common Shares in respect of the RSUs, the subsequent sale of Common Shares acquired under the Plan pursuant to such issuance and the receipt of dividends, if anyany dividends and/or any dividend equivalents; and (b2) does do not commit to and is are under no obligation to structure the terms of the Stock Awards RSUs or any aspect of the Stock Awards RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items, Items or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become you are subject to tax in more than one jurisdiction, Employee acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) No payment Common Shares will be made distributed to you pursuant to the Employee (or his or her estate) in relation RSUs unless you have made arrangements satisfactory to the Stock Award unless and until satisfactory arrangements (as determined by Company and/or the Committee) have been made by the Employee with respect to Employer for the payment of any Tax-Related Items and any other of that the Company and/or the Employer with respect to the Stock Awardsdetermine must be withheld. In this regard, the Employee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all your Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to as determined by the contrary, in Administrator. · Withholding the case amount of individuals subject to Section 16 of the Exchange Act of 1934, all any Tax-Related Items shall only from your wages or other cash compensation paid to you by the Company and/or the Employer; · Instructing a brokerage firm selected by the Company for this purpose to sell on your behalf a number of whole shares of Company stock to be satisfied by issued to you when the RSUs are settled that the Company determines are appropriate to generate cash proceeds sufficient to satisfy the Tax-Related Items. You acknowledge that the Company or its designee is under no obligation to arrange for such procedure specifically sale at any particular price. Regardless of whether the Company arranges for such sale, you will be responsible for all fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale; · Withholding Common Shares that would otherwise be issued to you when the RSUs are settled equal in value to the Tax-Related Items. The fair market value of the withheld Common Shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the Tax-Related Items; or · Any other means approved by the Committee Administrator. (c) You agree to pay to the Company in resolutions:cash any amount of Tax-Related Items that the Company does not elect to satisfy by the means described above. To the extent you fail to make satisfactory arrangements for the payment of any required withholding taxes, you will permanently forfeit the applicable RSUs (and related underlying Common Shares and any related dividend equivalents).

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing Participant (the “Employer”) takes take with respect to any or all income tax, social insuranceprimary and secondary Class 1 National Insurance contributions, payroll tax or other tax, -related withholding attributable to or any other required deductions payable in connection with or payments related pursuant to the Employee’s participation in grant, vesting, release or assignment of any RSU (the Plan and legally applicable to the Employee (“Tax-Related Items”), the Employee Participant acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee RSUs is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsRSUs, including including, but not limited to, the grant, holding, grant or vesting of the Stock AwardsRSUs, the holding or delivery of the Shares, the subsequent sale of Shares acquired under the Plan at vesting and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Participant has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be made entitled to withhold and Participant agrees to pay, or make adequate arrangements satisfactory to the Employee (or his or her estate) in relation Company and/or the Employer to the Stock Award 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 satisfy, all obligations of the Company and/or the Employer with respect to the Stock Awardsaccount to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Employee Participant authorizes the Company and/or the Employer, or their respective agents, at their in its sole discretion, to satisfy the obligations with regard to all Tax-Tax Related Items legally payable by Participant by one or a combination of the following, provided, however, that notwithstanding anything herein : (i) require Participant to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all pay Tax-Related Items shall only be satisfied by such procedure specifically approved in cash with a cashier’s check or certified check; (ii) withholding cash from Participant’s wages or other compensation payable to Participant by the Committee Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to 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 acquired upon vesting of the RSUs; or (v) withholding in resolutions:Shares otherwise issuable to Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event.

Withholding Taxes. Regardless Employee acknowledges that, regardless of any action the Company taken by Newmont or, if different, his or Employee’s her employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax-related items related to the Employee’s 's participation in the Plan and legally applicable or deemed by Newmont or the Employer, in its discretion, to be an appropriate charge to Employee even if legally applicable to Newmont or the Employee Employer (“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 his or her responsibility and may exceed the amount actually withheld by the Company Newmont or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company Newmont and/or the Employer (a1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsRSU, including including, but not limited to, the grant, holding, vesting or vesting settlement of the Stock AwardsRSU, the holding or subsequent sale of Shares shares of Common Stock acquired under the Plan pursuant to such settlement and the receipt of dividends, if anyany dividends and/or any dividend equivalents; and (b2) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards RSU to reduce or eliminate the Employee’s his or her liability for Tax-Related Items, Items or achieve any particular tax result. Further, if Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation is subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee he or she acknowledges that the Company Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made In connection with the relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employee (or his or her estate) in relation Employer to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any satisfy all Tax-Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsItems. In this regard, the Employee authorizes the Company and/or the Employer, 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. 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: (a) withholding from Employee’s wages or other cash compensation paid to Employee by Newmont and/or the Employer; or (b) withholding from proceeds of the sale of shares of Common Stock acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged Newmont (on Employee’s behalf pursuant to this authorization). Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Employee’s jurisdiction(s), providedincluding maximum applicable rates to the extent permitted by the Plan, howeverin 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 is satisfied by withholding in shares of Common Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSU, notwithstanding that notwithstanding a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Notwithstanding anything herein in this Section 5 to the contrary, in the case of individuals subject to avoid a prohibited distribution under Section 16 409A of the Exchange Act Code, if shares of 1934, all 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 only not exceed the number of shares of Common Stock that equals the liability for the Tax-Related Items. Finally, Employee agrees to pay to Newmont or the Employer, any amount of Tax-Related Items that Newmont or the Employer may be satisfied by such procedure specifically approved by the Committee required to withhold or account for as a result of his or her participation in resolutions:the

Withholding Taxes. Regardless The following provision supplements paragraph 4 of any action the Company or Employee’s employer (Agreement: Without limitation to paragraph 4 of the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”)Agreement, the Employee acknowledges and Optionee hereby agrees that the ultimate liability he or she is liable for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility hereby covenants to pay all such Tax-Related Items, as and may exceed the amount actually withheld 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). Employee is The Optionee also solely responsible for filing all relevant documentation that may be required of Employee in relation hereby agrees to his or her participation in indemnify and keep indemnified the Plan or Company and the Employer, as applicable, against any Tax-Related ItemsItems that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Optionee’s behalf. Notwithstanding the foregoing, such as but if the Optionee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee understands that he or she may not limited be able to personal indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Optionee, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Optionee on which additional income tax returns and National Insurance Contributions (“NICs”) may be payable. The Optionee understands that he or she will be responsible for reporting and paying any reporting statements in relation income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the grantCompany and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, holding, vesting which may also be recovered from the Optionee by any of the Stock Awardsmeans referred to in paragraph 4 of the Agreement. 42 In addition, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges Optionee agrees that the Company and/or the Employer (a) makes no representations or undertakings regarding may calculate the treatment of any Tax-Related Items in connection with any aspect of to be withheld and accounted for by reference to the Stock Awardsmaximum applicable rates, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation without prejudice to any such valuation or for right the Optionee may have to recover any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Lawsoverpayment from the relevant tax authorities. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:UNITED STATES

Withholding Taxes. Regardless (a) As a condition to acceptance of any action Shares in settlement of the Restricted Stock Units, the Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums required to be withheld (or permitted to be withheld in a manner that will not cause adverse accounting consequences for the Company or Employee’s employer an Affiliate) to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations (the “EmployerRequired Tax Payments”) takes of the Company or an Affiliate, if any, that arise in connection with respect the Restricted Stock Units. If the Participant shall fail to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to advance the Employee’s participation in Required Tax Payments after request by the Plan and legally applicable to the Employee (“Tax-Related Items”)Company, 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 Company may, in its discretion, deduct any Required Tax Payments from any amount actually withheld then or thereafter payable by the Company or to the EmployerParticipant. Employee is also solely responsible for filing all relevant documentation that (b) The Participant may be required of Employee in relation elect, subject to Company approval, to satisfy his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure advance the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee Required Tax Payments with respect to the payment of Restricted Stock Units by any Tax-Related Items and any other of the following means: (1) a cash payment to the Company and/or pursuant to Section 5(a) hereof, (2) delivery (either actual delivery or by attestation procedures established by the Employer Company) to the Company of previously owned whole Shares (which the Participant has held for at least six (6) months prior to the delivery of such Shares or which the Participant purchased on the open market and for which the Participant has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Restricted Stock Units (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the Shares otherwise to be delivered to the Participant pursuant to the Restricted Stock Units, a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment following the Participant’s sale of (or by a broker-dealer acceptable to the Company through which the Participant has sold) a number of Shares with respect to which the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or Required Tax Payments have arisen having a combination Fair Market Value determined as of the following, provided, however, that notwithstanding anything herein Tax Date equal to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Required

Withholding Taxes. Regardless The following provision supplements paragraph 8 of any action the Company or Employee’s employer (Agreement: Without limitation to paragraph 8 of the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”)Agreement, the Employee acknowledges and Participant hereby agrees that the ultimate liability he or she is liable for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility hereby covenants to pay all such Tax-Related Items, as and may exceed the amount actually withheld 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). Employee is The Participant also solely responsible for filing all relevant documentation that may be required of Employee in relation hereby agrees to his or her participation in indemnify and keep indemnified the Plan or Company and the Employer, as applicable, against any Tax-Related ItemsItems 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, such as but if the Participant is a director or 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 not limited be able to personal indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax returns and National Insurance Contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any reporting statements in relation income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the grantCompany and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, holding, vesting which may also be recovered from the Participant by any of the Stock Awardsmeans referred to in paragraph 8 of the Agreement. In addition, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges Participant agrees that the Company and/or the Employer (a) makes no representations or undertakings regarding may calculate the treatment of any Tax-Related Items in connection with any aspect of to be withheld and accounted for by reference to the Stock Awardsmaximum applicable rates, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Stock Awards or any aspect of the Stock Awards to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation without prejudice to any such valuation or for right the Participant may have to recover any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Lawsoverpayment from the relevant tax authorities. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:UNITED STATES

Withholding Taxes. Regardless The Employee acknowledges that, regardless of any action taken by the Company or or, if different, the Employee’s employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or any other required deductions or payments tax‑related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, 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/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsAward, including the grant, holdingvesting or payment of the Award, the receipt of any dividends or cash payments in lieu of dividends, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt shares of dividends, if anyCommon Stock; and (b) does do not commit to and is are under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Restricted Shares to reduce or eliminate the Employee’s liability for Tax-Related Items, Items or achieve any particular tax result. Further if the Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation becomes subject to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made The Company may refuse to issue or deliver shares of Common Stock upon vesting of the Restricted Shares if Employee (or fails to comply with his or her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Kraft Foods Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, 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 and any theoretical taxes from the Employee’s wages or a combination other cash compensation paid by the Company and/or the Employer or from proceeds of the followingsale of the shares of Common Stock issued upon vesting of the Restricted Shares. Alternatively, providedor in addition, however, that notwithstanding anything herein the Company may (i) deduct the number of Restricted Shares having an aggregate value equal to the contrary, in the case amount of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only and any theoretical taxes due from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker whom it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) to sell any shares of Common Stock that the Employee acquires upon vesting of the Restricted Shares 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 Award, 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 Restricted Shares upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. If the obligation for Tax-Related Items and/or any theoretical taxes is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares underlying the Award, notwithstanding that a number of Restricted Shares are held back solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employee’s participation in the Plan. To avoid any negative accounting treatment, the 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 is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock underlying the Award, notwithstanding that a number of Restricted Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan. 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 such procedure specifically approved by the Committee in resolutions:means previously described.

Withholding Taxes. Regardless of any action the Company or Employee’s employer any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or any other required deductions or payments tax related to the Employee’s participation in the Plan and legally applicable to the Employee items (“Tax-Tax Related Items”), the Employee Optionee acknowledges and agrees that the ultimate liability for all Tax-Tax Related Items legally due by associated with the Employee Option is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (ai) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Stock AwardsOption, including including, but not limited to, the grant, holding, vesting or vesting exercise of the Stock AwardsOption, the holding or subsequent sale of Shares acquired under the Plan pursuant to such exercise and the receipt of dividends, if anyany dividends or dividend equivalents; and (bii) does do not commit to and is under no obligation to structure the terms of the Stock Awards grant or any aspect of the Stock Awards Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Tax Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee Optionee has become subject relocated to tax in more than one jurisdictiona different jurisdiction between the date of grant and the date of any taxable event, Employee Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made Prior to the Employee (relevant taxable event, Optionee shall pay or his or her estate) in relation make adequate arrangements satisfactory to the Stock Award unless Company and/or the Employer (in its sole discretion) to satisfy all withholding and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any Tax-on account obligations for Tax Related Items and any other of the Company and/or the Employer with respect to the Stock AwardsEmployer. In this regard, the Employee Optionee authorizes the Company and/or and the Employer, or their respective agentseither of them, at their in such entity’s sole discretion, to satisfy the obligations with regard to all 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, provided, however, that notwithstanding anything herein : (i) requiring the Optionee to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall only pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan 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 procedure specifically approved by amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the Committee right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’s obligations in resolutions:connection with the Tax Related Items as described in this Section.

Withholding Taxes. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurancesecurity, payroll tax, payment on account or any other required deductions or payments tax-related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“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 her responsibility and may exceed the amount actually withheld by the Company or the Employer. Further, Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that neither the Company and/or nor the Employer (a) makes no make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock AwardsUnits or Common Stock, including the grant, holding, grant or vesting of Units, issuance of Common Stock the Stock Awards, the holding or subsequent sale payment of Shares acquired under the Plan and the receipt cash in lieu of dividends, if anyor the sale of Common Stock subsequent to issuance; and nor (b) does not commit to and is under no obligation to structure the terms of the Stock Awards Award or any aspect of Employee’s participation in the Stock Awards Plan to reduce or eliminate the Employee’s her liability for Tax-Related Items, Items or achieve any particular tax result. If Employee also understands that applicable laws may require varying Share or Stock Award 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 Employee under Applicable Laws. Further, if Employee has become becomes subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. No payment will be made The Company may refuse to the issue or deliver shares of Common Stock when otherwise required if Employee (or his or fails to comply with her estate) in relation to the Stock Award 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 obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and any other tax and/or social insurance equalization policies and procedures of the Company and/or the Employer with respect Mondelēz International Group, or arrangements satisfactory to the Stock AwardsCompany for the payment thereof have been made. In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice or their respective agents, at their discretionfurther authorization by the Employee, to withhold all applicable Tax-Related Items legally due by Employee and any theoretical taxes from Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common Stock issued or delivered in connection with the Issuance Date. Alternatively, or in addition, the Company may (i) deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due from the total number of Common Stock delivered as of the Issuance Date; (ii) instruct the broker whom it has selected for this purpose (on Employee’s behalf and at Employee’s direction pursuant to this authorization) to sell any shares of Common Stock that Employee receives under this Agreement to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any Federal Securities law or other applicable law; and/or (iii) satisfy the obligations with regard Tax-Related Items and any theoretical taxes arising from the granting or vesting of Units, the issuance of Common Stock, or the payment of cash in lieu of dividends, as the case may be, through any other method established by the Company. Notwithstanding the foregoing, if Employee is subject to all the short-swing profit rules of Section 16(b) of the Exchange Act, Employee may elect the form of withholding in advance of any Tax-Related Items withholding event and in the absence of Employee’s election, the Company will withhold in Common Stock upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax purposes, Employee is deemed to have been issued the full number of shares underlying the Award, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Employee’s participation in the Plan. To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by one or a combination considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:Plan) or other applicable withholding rates.

Withholding Taxes. Regardless If Applicable Law requires withholding by ALEXION and/or its Affiliates of any action Taxes imposed upon DICERNA and/or its Affiliates on account of any royalties and other payments paid under this Agreement for the Company benefit of DICERNA and/ or Employee’s employer (the “Employer”) takes with respect to any or all income taxits Affiliates, social insurance, payroll tax, or any such Taxes shall be retained by ALEXION and/or its Affiliates as required by such Applicable Law from such remittable royalty and other required deductions or payments related payment and shall be timely remitted by ALEXION and/or its Affiliates to the Employee’s participation in proper Tax authorities on behalf of DICERNA and/or its Affiliates. Official receipts of the Plan remittance by ALEXION and/or its Affiliates of any such withholding Tax shall be reasonably promptly secured and legally applicable sent by ALEXION and/or its Affiliates to DICERNA and/or its Affiliates as evidence of such payment. The Parties shall cooperate and exercise their reasonable best efforts to ensure that any withholding Taxes imposed on DICERNA and/or its Affiliates are reduced as far as possible under the Employee (“Tax-Related Items”)provisions of any Applicable Law. Notwithstanding the foregoing, the Employee acknowledges Parties acknowledge and agrees agree 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. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such (i) under Applicable Law as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awardsdate hereof, the holding no amounts shall be withheld in respect of Shares royalties or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company other amounts required to be paid by ALEXION and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Awards, including the grant, holding, or vesting of the Stock Awards, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; its Affiliates to DICERNA and/or its Affiliates pursuant to this Agreement and (bii) does not commit (A) if a change to and is under no obligation a Party’s payment allocation procedures pursuant to structure the terms Section 7.6.4 or (B) a Party’s redomiciliation to (or assignment of the Stock Awards or any aspect of the Stock Awards this Agreement to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods an entity resident for purposes of calculating Tax-Related Itemsan applicable Tax treaty in) a jurisdiction other than the jurisdiction in which such Party is resident for such purposes as of the date of this Agreement (but not, for the avoidance of doubt, a change in Applicable Law), in either case ((A) and (B)), leads to the Company assumes no responsibility imposition of withholding Tax liability on the other Party that would not have been imposed in the absence of such action or in an increase in such liability above the liability that would have been imposed in relation to the absence of such action, then such Party will reimburse the other Party for any such valuation additional or increased withholding Tax liability (except to the extent that the other Party can reclaim it, provided that the other Party will be reimbursed for any calculation or reporting reasonable out of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to the Employee (or his or her estate) in relation to the Stock Award 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 of the Company and/or the Employer with respect to the Stock Awards. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, pocket costs incurred in the case of individuals subject to Section 16 of the Exchange Act of 1934, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:reclaim).