Common use of Agreement With Respect to Taxes Clause in Contracts

Agreement With Respect to Taxes. You are obligated to pay any taxes that are required to be withheld by the Company or your Employer related to this Award. As a condition of the receipt of this Award, prior to the vesting of the Stock Units you agree to make such arrangements as the Company may require in order to satisfy any federal, state, local or foreign withholding tax obligations that the Company, in its sole discretion, determines may arise in connection with the receipt of an Award or the issuance of Shares (the “Tax Obligations”). You understand that the Company shall not be required to issue any Shares to you under the Plan unless and until such Tax Obligations are satisfied. The Company intends, and you hereby authorize the Company, to satisfy the Tax Obligations by withholding from the vested Stock Units the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to be satisfied by withholding from your wages or other cash compensation payable by the Company or your Employer. To the extent the Company determines that the number of Stock Units or Shares withheld pursuant to this Paragraph is insufficient to satisfy such Tax Obligations, you hereby authorize the Company or your Employer to deduct from your compensation the additional amounts necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from your compensation, you agree to pay the Company, in cash or by check, the additional amount necessary to fully satisfy the Tax Obligations. You agree to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Paragraph. For Employees employed at international (non-US) locations: The Company or your Employer will assess its requirements regarding tax, social insurance and any other payroll tax (“Tax-Related Items”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or your Employer in this regard, Employee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items is and remains his or her responsibility and liability and that the Company and your Employer make no representations nor undertakings regarding treatment of any Tax-Related Items in connection with any aspect of the grant of Stock Units and do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Employee’s liability regarding Tax-Related Items. In the event that the Company or your Employer must withhold any Tax-Related Items as a result of the grant or vesting of the Stock Units, Employee agrees to make arrangements satisfactory to the Company or your Employer to satisfy all withholding requirements. Employee authorizes the Company or your Employer to withhold all applicable Tax-Related Items legally due from the Employee from his or her wages or other cash compensation paid him or her by the Company or your Employer.

Agreement With Respect to Taxes. You are obligated to must pay any federal, state, local and foreign taxes that are required to be withheld by the Company or your Employer related to this Award. As a condition of the receipt of this Award, prior to the vesting of the Stock Units you agree to make such arrangements as the Company may require in order to satisfy any federal, state, local or foreign withholding tax obligations that the Company, in its sole discretion, determines may arise in connection with the receipt of an Award or the issuance of Shares (the “Tax Obligations”)Employer. You understand that the Company shall not be required to issue any Shares to you under the Plan unless and until may pay such Tax Obligations are satisfied. The Company intends, and you hereby authorize the Company, to satisfy the Tax Obligations by withholding from the vested Stock Units the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to be satisfied by withholding from your wages or other cash compensation payable by the Company or your Employer. To the extent the Company determines that the number of Stock Units or Shares withheld pursuant to this Paragraph is insufficient to satisfy such Tax Obligations, you hereby authorize the Company or your Employer to deduct from your compensation the additional amounts necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from your compensation, you agree to pay the Company, in cash or by check, the additional amount necessary to fully satisfy the Tax Obligations. You agree to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Paragraph. For Employees employed at international (non-US) locations: The Company or your Employer will assess its requirements regarding tax, social insurance and any make other payroll tax (“Tax-Related Items”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or your Employer in this regard, Employee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items is and remains his or her responsibility and liability and that the Company and your Employer make no representations nor undertakings regarding treatment of any Tax-Related Items in connection with any aspect of the grant of Stock Units and do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Employee’s liability regarding Tax-Related Items. In the event that the Company or your Employer must withhold any Tax-Related Items as a result of the grant or vesting of the Stock Units, Employee agrees to make arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree that the Company or your Employer, at its sole discretion and to satisfy all withholding requirementsthe fullest extent permitted by Applicable Law, shall have the right to demand that you pay such amounts in cash or deduct such amounts from any payments of any kind otherwise due to you. Employee authorizes At the Company’s or your Employer’s sole discretion, the Company or your Employer to withhold all applicable Tax-Related Items legally due may permit or require that such withholding tax obligation shall be satisfied by withholding from the Employee Shares otherwise issuable to you that number of Shares having an aggregate Fair Market Value at the time such withholding tax obligation arises equal to the amount of such withholding tax obligation. Such withholding obligation may be, or, if the Committee so directs, such withholding obligation shall be satisfied by your delivery (on a form prescribed or accepted by the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Committee to sell vested Shares being delivered under the award and to deliver all or part of the sale proceeds to the Company to satisfy such withholding obligation directly to the Company or your Employer. If the applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, you will be subject to the Company’s policies regarding xxxxxxx xxxxxxx restrictions, which may affect your ability to acquire or sell Shares under the Plan. By acceptance of the award granted hereunder, you certify your understanding of and intent to fully comply with the standards contained in the Company’s xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company). You agree that, subject to compliance with Applicable Law, the Company or your Employer may recover from his or her wages or other cash compensation paid him or her you taxes which may be payable by the Company or your EmployerEmployer in any jurisdiction in relation to this award. You agree that the Company or your Employer shall be entitled to use whatever method they may deem appropriate to recover such taxes, including the sale of any Shares, paying you a net amount of Shares (or cash), or recovering the taxes via payroll and direct invoicing. You further agree that the Company or your Employer may, as they reasonably consider necessary, amend or vary this Agreement to facilitate such recovery of taxes.

Agreement With Respect to Taxes. You are obligated to must pay any federal, state, local and foreign taxes that are required to be withheld by the Company or your Employer related to this Award. As a condition of the receipt of this Award, prior to the vesting of the Stock Units you agree to make such arrangements as the Company may require in order to satisfy any federal, state, local or foreign withholding tax obligations that the Company, in its sole discretion, determines may arise in connection with the receipt of an Award or the issuance of Shares (the “Tax Obligations”)Employer. You understand that the Company shall not be required to issue any Shares to you under the Plan unless and until may pay such Tax Obligations are satisfied. The Company intends, and you hereby authorize the Company, to satisfy the Tax Obligations by withholding from the vested Stock Units the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to be satisfied by withholding from your wages or other cash compensation payable by the Company or your Employer. To the extent the Company determines that the number of Stock Units or Shares withheld pursuant to this Paragraph is insufficient to satisfy such Tax Obligations, you hereby authorize the Company or your Employer to deduct from your compensation the additional amounts necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from your compensation, you agree to pay the Company, in cash or by check, the additional amount necessary to fully satisfy the Tax Obligations. You agree to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Paragraph. For Employees employed at international (non-US) locations: The Company or your Employer will assess its requirements regarding tax, social insurance and any make other payroll tax (“Tax-Related Items”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or your Employer in this regard, Employee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items is and remains his or her responsibility and liability and that the Company and your Employer make no representations nor undertakings regarding treatment of any Tax-Related Items in connection with any aspect of the grant of Stock Units and do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Employee’s liability regarding Tax-Related Items. In the event that the Company or your Employer must withhold any Tax-Related Items as a result of the grant or vesting of the Stock Units, Employee agrees to make arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree that the Company or your Employer, at its sole discretion and to the fullest extent permitted by Applicable Law, shall have the right to demand that you pay such amounts in cash or deduct such amounts from any payments of any kind otherwise due to you, provided that the Company shall provide reasonable opportunity to satisfy all such withholding requirementstax obligation by withholding from the Shares otherwise issuable to you. Employee authorizes At the Company or your Employer's sole discretion, the Company or your Employer to withhold all applicable Tax-Related Items legally due may require that such withholding tax obligation shall be satisfied by withholding from the Employee Shares otherwise issuable to you, that number of Shares having an aggregate Fair Market Value at the time the withholding tax obligation arises equal to the amount of such withholding tax obligation. Such withholding obligation may be, or, if the Committee so directs, such withholding obligation shall be, satisfied by your delivery (on a form prescribed or accepted by the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Committee to sell vested Shares being delivered under the award and to deliver all or part of the sale proceeds to the Company to satisfy the withholding obligation directly to the Company or your Employer. If the applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, you will be subject to the Company's policies regarding xxxxxxx xxxxxxx restrictions, which may affect your ability to acquire or sell Shares under the Plan. By acceptance of the award granted hereunder, you certify your understanding of and intent to fully comply with the standards contained in the Company's xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company). You agree that, subject to compliance with Applicable Law, the Company or your Employer may recover from his or her wages or other cash compensation paid him or her you taxes which may be payable by the Company or your EmployerEmployer in any jurisdiction in relation to this award. You agree that the Company or your Employer shall be entitled to use whatever method they may deem appropriate to recover such taxes including the sale of any Shares, paying you a net amount of shares (or cash), or recovering the taxes via payroll and direct invoicing. You further agree that the Company or your Employer may, as they reasonably consider necessary, amend or vary this Agreement to facilitate such recovery of taxes.

Agreement With Respect to Taxes. You are obligated to must pay any federal, state, local and foreign taxes that are required to be withheld by the Company or your Employer related to this Award. As a condition of the receipt of this Award, prior to the vesting of the Stock Units you agree to make such arrangements as the Company may require in order to satisfy any federal, state, local or foreign withholding tax obligations that the Company, in its sole discretion, determines may arise in connection with the receipt of an Award or the issuance of Shares (the “Tax Obligations”)Employer. You understand that the Company shall not be required to issue any Shares to you under the Plan unless and until may pay such Tax Obligations are satisfied. The Company intends, and you hereby authorize the Company, to satisfy the Tax Obligations by withholding from the vested Stock Units the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to be satisfied by withholding from your wages or other cash compensation payable by the Company or your Employer. To the extent the Company determines that the number of Stock Units or Shares withheld pursuant to this Paragraph is insufficient to satisfy such Tax Obligations, you hereby authorize the Company or your Employer to deduct from your compensation the additional amounts necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from your compensation, you agree to pay the Company, in cash or by check, the additional amount necessary to fully satisfy the Tax Obligations. You agree to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Paragraph. For Employees employed at international (non-US) locations: The Company or your Employer will assess its requirements regarding tax, social insurance and any make other payroll tax (“Tax-Related Items”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or your Employer in this regard, Employee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items is and remains his or her responsibility and liability and that the Company and your Employer make no representations nor undertakings regarding treatment of any Tax-Related Items in connection with any aspect of the grant of Stock Units and do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Employee’s liability regarding Tax-Related Items. In the event that the Company or your Employer must withhold any Tax-Related Items as a result of the grant or vesting of the Stock Units, Employee agrees to make arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree that the Company or your Employer, at its sole discretion and to satisfy all withholding requirementsthe fullest extent permitted by Applicable Law, shall have the right to demand that you pay such amounts in cash or deduct such amounts from any payments of any kind otherwise due to you. Employee authorizes At the Company’s or your Employer’s sole discretion, the Company or your Employer to withhold all applicable Tax-Related Items legally due may permit or require that such withholding tax obligation shall be satisfied by withholding from the Employee Shares otherwise issuable to you that number of Shares having an aggregate Fair Market Value at the time such withholding tax obligation arises equal to the amount of such withholding tax obligation. Such withholding obligation may be, or, if the Committee so directs, such withholding obligation shall be satisfied by your delivery (on a form prescribed or accepted by the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Committee to sell vested Shares being delivered under the award and to deliver all or part of the sale proceeds to the Company to satisfy such withholding obligation directly to the Company or your Employer. If the applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, you will be subject to the Company’s policies regarding xxxxxxx xxxxxxx restrictions, which may affect your ability to acquire or sell Shares under the Plan. By acceptance of the award granted hereunder, you certify your understanding of and intent to fully comply with the standards contained in the Company’s xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company). You agree that, subject to compliance with Applicable Law, the Company or your Employer may recover from his or her wages or other cash compensation paid him or her you taxes which may be payable by the Company or your Employer.Employer in any jurisdiction in relation to this award. You agree that the Company or your Employer shall be entitled to use whatever method it may deem appropriate to recover such taxes, including the sale of any Shares, paying you a net amount of shares (or cash), or recovering the taxes via payroll and direct invoicing. You further agree that the Company or your Employer may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes. Exhibit 10.45 FY25 US PRSU Award Agreement (Performance-Based) 2023 Stock Incentive Plan

Agreement With Respect to Taxes. You are obligated to must pay any federal, state, local and foreign taxes that are required to be withheld by the Company or your Employer related to this Award. As a condition of the receipt of this Award, prior to the vesting of the Stock Units you agree to make such arrangements as the Company may require in order to satisfy any federal, state, local or foreign withholding tax obligations that the Company, in its sole discretion, determines may arise in connection with the receipt of an Award or the issuance of Shares (the “Tax Obligations”)Employer. You understand that the Company shall not be required to issue any Shares to you under the Plan unless and until may pay such Tax Obligations are satisfied. The Company intends, and you hereby authorize the Company, to satisfy the Tax Obligations by withholding from the vested Stock Units the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to be satisfied by withholding from your wages or other cash compensation payable by the Company or your Employer. To the extent the Company determines that the number of Stock Units or Shares withheld pursuant to this Paragraph is insufficient to satisfy such Tax Obligations, you hereby authorize the Company or your Employer to deduct from your compensation the additional amounts necessary to fully satisfy the Tax Obligations. If the Company chooses not to deduct such amount from your compensation, you agree to pay the Company, in cash or by check, the additional amount necessary to fully satisfy the Tax Obligations. You agree to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Paragraph. For Employees employed at international (non-US) locations: The Company or your Employer will assess its requirements regarding tax, social insurance and any make other payroll tax (“Tax-Related Items”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or your Employer in this regard, Employee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items is and remains his or her responsibility and liability and that the Company and your Employer make no representations nor undertakings regarding treatment of any Tax-Related Items in connection with any aspect of the grant of Stock Units and do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Employee’s liability regarding Tax-Related Items. In the event that the Company or your Employer must withhold any Tax-Related Items as a result of the grant or vesting of the Stock Units, Employee agrees to make arrangements satisfactory to the Company or your Employer for the payment of such amounts. You agree that the Company or your Employer, at its sole discretion and to satisfy all withholding requirementsthe fullest extent permitted by Applicable Law, shall have the right to demand that you pay such amounts in cash or deduct such amounts from any payments of any kind otherwise due to you. Employee authorizes At the Company’s or your Employer’s sole discretion, the Company or your Employer to withhold all applicable Tax-Related Items legally due may permit or require that such withholding tax obligation shall be satisfied by withholding from the Employee Shares otherwise issuable to you that number of Shares having an aggregate Fair Market Value at the time such withholding tax obligation arises equal to the amount of such withholding tax obligation. Such withholding obligation may be, or, if the Committee so directs, such withholding obligation shall be, satisfied by your delivery (on a form prescribed or accepted by the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Committee to sell vested Shares being delivered under the award and to deliver all or part of the sale proceeds to the Company to satisfy such withholding obligation directly to the Company or your Employer. If the applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, you will be subject to the Company’s policies regarding xxxxxxx xxxxxxx restrictions, which may affect your ability to acquire or sell Shares under the Plan. By acceptance of the award granted hereunder, you certify your understanding of and intent to fully comply with the standards contained in the Company’s xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company). You agree that, subject to compliance with Applicable Law, the Company or your Employer may recover from his or her wages or other cash compensation paid him or her you taxes which may be payable by the Company or your EmployerEmployer in any jurisdiction in relation to this award. You agree that the Company or your Employer shall be entitled to use whatever method it may deem appropriate to recover such taxes, including the sale of any Shares, paying you a net amount of shares (or cash), or recovering the taxes via payroll and direct invoicing. You further agree that the Company or your Employer may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.