Common use of Income Tax and Social Insurance Contribution Withholding Clause in Contracts

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 of the Agreement: Regardless of any action the Company and the Employer takes with respect to any or all income tax, primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including the grant or vesting of the Restricted Shares, the subsequent sale of any unrestricted Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting of restrictions on the Restricted Shares upon vesting of the Restricted Shares, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section Paragraph 9 of the Award Agreement: Regardless of any action that the Company and or the Employer takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares Shares, or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is are and remains remain your responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including the grant or vesting of the Restricted Shares, the subsequent sale of any unrestricted Shares with respect to which the applicable restrictions have lapsed and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting of restrictions on the Restricted Shares upon vesting grant of the Restricted Shares, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to youyou by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable SharesShares with respect to which the applicable restrictions have lapsed; (b) arranging for the sale of such unrestricted Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted such unrestricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of unrestricted Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted SharesAward Agreement, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdomjurisdiction in which you were living on the Grant Date, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which that you may have to recover any overpayment from the relevant tax authorities. You shall will 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), ) constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current HMRC Official Rate and that 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 you fail to comply with your 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.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 12 of the Agreement: Regardless of any action the Company and or the Employer Affiliate that employs you (the “Employer”) (if applicable) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Award and the acquisition of Stock, or the release or assignment of any Restricted Shares the Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares Award (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including the grant or of the Award, the vesting of the Restricted SharesAward, and the issuance of Stock in settlement, the subsequent sale of any unrestricted Shares Stock acquired and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares Stock upon vesting of the Restricted SharesAward, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable by withholding a sufficient number of whole shares of Stock having a fair market value (determined in the Company’s reasonable discretion) on the applicable withholding date equal to youthe minimum amount of Tax-Related Items required to be withheld. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Sharesfrom any wages or other cash compensation paid to you by the Company and/or the Employer; (b) arranging for the sale of Shares a sufficient number of whole shares of Stock otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares a sufficient number of whole shares of Stock acquired upon the vesting of the Restricted SharesAward. If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares shares of Stock as described herein, you shall will be deemed to have been issued the full number of Shares shares subject to the Restricted SharesAward, notwithstanding that a number of the Shares shares of stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesAward. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “"Chargeable Event”"), you have relocated to a jurisdiction other than the United Kingdomanother country, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “"Due Date”"), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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 you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 6 of the Option Agreement: Regardless of any action the Company and or the Employer Company’s local subsidiary in the United Kingdom that employs Optionee (the “Employer”) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributionsContributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting exercise of any Restricted Shares Option and the acquisition of Shares, or the release or assignment of any Restricted Shares Option for consideration, or the receipt of any other benefit in connection with the Restricted Shares Option (“Tax-Related Items”), you acknowledge Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you Optionee is and remains your Optionee’s responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption, including the grant or vesting exercise of the Restricted Option and the acquisition of Shares, the subsequent sale of any unrestricted Shares acquired upon exercise and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate your Optionee’s liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares upon vesting exercise of the Restricted SharesOption, the Company and/or the Employer shall be entitled to withhold and you agree Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you Optionee from any salary/wages or any other cash compensation payable paid to youOptionee by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, you authorize Optionee authorizes the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you Optionee by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you Optionee (on your Optionee’s behalf and at your Optionee’s direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting exercise of the Restricted SharesOption. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be Optionee is deemed to have been issued the full number of Shares subject to the Restricted SharesOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesOption. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have Optionee has relocated to a jurisdiction country other than the United Kingdomcountry in which Optionee was residing at the Date of Grant, you acknowledge Optionee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You Optionee also agree agrees that the Company and the Employer its subsidiaries may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you Optionee may have to recover any overpayment from the relevant tax authorities. You 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming you are Optionee is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you Optionee to the Employer, effective on the Due Date. You agree 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 deliver the Shares acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 4 of the Agreement: Regardless of any action the Company and the Employer or Rockstar takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any the Restricted Shares Units, the payment of cash or the acquisition of Shares, or the release or assignment of any the Restricted Shares Units for consideration, or the receipt of any other benefit in connection with the Restricted Shares Units (“Tax-Related Items”), you acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you the Participant is and remains your the Participant’s responsibility. Furthermore, the Company and the Employerand/or Rockstar: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesUnits, including the grant or of the Restricted Units, the vesting of the Restricted SharesUnits, settlement of the Restricted Units, the subsequent sale of any unrestricted Shares acquired pursuant to the Restricted Units and the receipt of any dividends or dividend equivalents; and (b) do does not commit to structure the terms of the grant or any aspect of the Restricted Shares Units to reduce or eliminate your the Participant’s liability for Tax-Related Items. As a condition of the lifting payment of restrictions on cash or the Restricted issuance of Shares upon vesting of the Restricted SharesUnits, the Company and/or the Employer and Rockstar shall be entitled to withhold and you agree the Participant agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer Rockstar to satisfy, all obligations of the Company and/or the Employer Rockstar to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer and Rockstar to withhold all applicable Tax-Related Items legally payable by you the Participant from any salary/wages or any other cash compensation payable paid to youthe Participant by the Company and Rockstar. Alternatively, or in addition, if permissible under local law, you authorize the Participant authorizes the Company and/or the EmployerRockstar, each at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you the Participant by one or a combination of the following: (a) by withholding otherwise deliverable a portion of any cash payment made in settlement the Restricted Units (where the Restricted Units are settled in cash);(b) by electing to have the Company withhold from the Shares to be issued upon vesting of the Restricted Units a sufficient number of whole Shares having an aggregate Fair Market Value that would satisfy the withholding amount (where the Restricted Units are settled in Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds by selling on behalf of the sale Participant a sufficient number of whole Shares acquired issued upon the vesting of the Restricted Units having an aggregate Fair Market Value that would satisfy the withholding amount (where the Restricted Units are settled in Shares); provided, however, that in no event may the whole number of Shares withheld or sold in the case of clause (b) or (c) exceed the applicable statutory minimum withholding rates (if any). If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you the Participant shall be deemed to have been issued the full number of Shares subject to the Restricted SharesUnits, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesUnits. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have the Participant has relocated to a jurisdiction other than the United Kingdomjurisdiction in which the Participant was living in at the Grant Date, you acknowledge the Participant acknowledges that the Company and/or the Employer and Rockstar may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You The Participant also agree agrees that the Company and the Employer Rockstar may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you the Participant may have to recover any overpayment from the relevant tax authorities. You The Participant shall pay to the Company or the Employer Rockstar any amount of Tax-Related Items that the Company or the Employer Participant may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If the Restricted Units are settled in Shares and payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree the Participant agrees that the amount of any uncollected Tax-Related Items income tax shall (assuming you are the 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, as amended), constitute a loan owed by you the Participant to the EmployerRockstar, effective on the Due Date. You agree The 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 Rockstar 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 the Participant fails to comply with his or her 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.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 6 of the Agreement: Withholding of Tax-Related Items. Regardless of any action the Company and or the Employer Service Recipient takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributionsContributions, payroll tax tax, payment on account or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you the Participant is and remains your the Participant’s responsibility. Furthermore, and the Company and the Employer: Service Recipient (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Units, including the grant or of the Restricted Stock Units, the vesting of the Restricted SharesStock Units and the release of such Shares to the Participant or the payment of cash underlying the Restricted Stock Units to the Participant, the subsequent sale of any unrestricted Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Stock Units to reduce or eliminate your the Participant’s liability for Tax-Related Items. As a condition of the lifting of restrictions on the Restricted Shares upon vesting of the Restricted Shares, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in additionFurther, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares Participant becomes subject to taxation in more than one country between the Restricted Shares, notwithstanding that a number date of grant and the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result date of any aspect of the Restricted Shares. Ifrelevant taxable or tax withholding event, by the date on which the event giving rise to the Tax-Related Items occurs as applicable (the a “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge Participant acknowledges that the Company and/or or the Employer Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You The Participant also agree agrees that the Company and the Employer Service Recipient may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you the Participant may have to recover any overpayment from the relevant tax authorities. You As a condition of the issuance of Shares or the payment of cash upon vesting of the Restricted Stock Units, the Company and the Service Recipient shall pay be entitled to withhold and the Participant agrees to pay, or make adequate arrangements satisfactory to the Company or the Employer Service Recipient to satisfy, all obligations of the Company or the Service Recipient to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. For purposes of the foregoing, the Company may withhold a whole number of the Shares otherwise issuable upon vesting or a portion of cash proceeds (where the Restricted Stock Units are settled in cash) that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. If the obligation for Tax-Related Items is satisfied by withholding Shares (or a portion of the cash proceeds where the Restricted Stock Units are settled in cash), for tax purposes, the Participant shall be deemed to have been issued the full number of Shares (or the gross amount of the cash payment), notwithstanding that a number of Shares (or a portion of the cash proceeds) are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. In addition, where the Restricted Stock Units are settled in Shares, the Company may, on behalf of the Participant, sell a sufficient number of whole Shares issued upon vesting of the Restricted Stock Units having an aggregate Fair Market Value that would satisfy the withholding amount. Alternatively, the Company or the Service Recipient may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary/wages or other amounts payable to the Participant, with no withholding of Shares or cash proceeds payable upon vesting, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for Tax-Related Items are not satisfied through one of the foregoing methods, no Shares will be released to the Participant (or the Participant’s estate) upon vesting of the Restricted Stock Units (or no cash payment will be made where the Restricted Stock Units are settled in cash) unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the Restricted Stock Units, the Participant expressly consents to the withholding methods for Tax-Related Items as provided hereunder and/or any other methods of withholding that the Company or the Service Recipient may take and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Restricted Stock Units shall be the sole responsibility of the Participant. Notwithstanding the above, if the Participant has entered into in a 10b5-1 trading plan, withholding of the Tax-Related Items may be satisfied as provided for under such 10b5-1 trading plan. To the extent the Company or the Service Recipient pays any Tax-Related Items that are the Participant’s responsibility (“Advanced Tax Payments”), the Company or the Employer Service Recipient, as applicable, shall be entitled to recover such Advanced Tax Payments from the Participant in any and all manner that the Company or the Service Recipient determines appropriate in its sole discretion. For purposes of the foregoing, the manner of recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be required to account to HMRC with respect otherwise owed to the Chargeable Event that cannot be satisfied Participant by the means previously describedCompany or the Service Recipient (including regular salary/wages, bonuses, incentive payments and Shares acquired by the Participant pursuant to any equity compensation plan that are otherwise held by the Company for the Participant’s benefit). If the Restricted Stock Units are settled in Shares and payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree the Participant agrees that the amount of any uncollected Tax-Related Items income tax shall (assuming you are the 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, as amendedAct), constitute a loan owed by you the Participant to the EmployerService Recipient, effective on the Due Date. You agree The 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 Service Recipient may recover it at any time thereafter by any of the means referred to above.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 6 of the Option Agreement: Regardless of any action the Company and or the Employer Company’s local subsidiary in the United Kingdom that employs Participant (the “Employer”) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributionsContributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting exercise of any Restricted Shares Option and the acquisition of Shares, or the release or assignment of any Restricted Shares Option for consideration, or the receipt of any other benefit in connection with the Restricted Shares Option (“Tax-Related Items”), you acknowledge Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you Participant is and remains your Participant’s responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption, including the grant or vesting exercise of the Restricted Option and the acquisition of Shares, the subsequent sale of any unrestricted Shares acquired upon exercise and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate your Participant’s liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares upon vesting exercise of the Restricted SharesOption, the Company and/or the Employer shall be entitled to withhold and you agree Participant agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you Participant from any salary/wages or any other cash compensation payable paid to youParticipant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, you authorize Participant authorizes the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you Participant by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you Participant (on your Participant’s behalf and at your Participant’s direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting exercise of the Restricted SharesOption. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be Participant is deemed to have been issued the full number of Shares subject to the Restricted SharesOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesOption. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have Participant has relocated to a jurisdiction country other than the United Kingdomcountry in which Participant was residing at the Date of Grant, you acknowledge Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You Participant also agree agrees that the Company and the Employer its subsidiaries may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you Participant may have to recover any overpayment from the relevant tax authorities. You 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming you are 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, as amended), constitute a loan owed by you Participant to the Employer, effective on the Due Date. You agree 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.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 Article IV of the Agreement: Regardless of any action the Company and the Employer takes take with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares grant, vesting, or the release or assignment of any Restricted Shares the RSUs for consideration, or the receipt of any other benefit in connection with the Restricted Shares RSUs (“Tax-Related Items”), you acknowledge the Executive acknowledges that the ultimate liability for all Tax-Related Items legally due by you the Executive is and remains your responsibility. Furthermore, the Executive’s responsibility and that the Company and the Employer: (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including the grant or of the RSUs, the vesting of the Restricted SharesRSUs, and the subsequent sale of any unrestricted Shares and acquired pursuant to the receipt of any dividends or dividend equivalents; RSUs, and (bii) do not commit to structure the terms of the grant RSUs or any aspect of the Restricted Shares RSUs to reduce or eliminate your the Executive’s liability for Tax-Related Items. As a condition to the settlement of the lifting of restrictions on RSUs following the Restricted Shares upon vesting of the Restricted SharesRSU Vesting Date, the Company and/or the Employer shall be entitled to withhold and you agree the Executive agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Executive authorizes the Company and/or or the Employer to withhold all applicable Tax-Related Items legally payable by you the Executive from any salarywages/wages salary or any other cash compensation payable to youthe Executive. Alternatively, or in addition, if permissible under local applicable law, you authorize the Company and/or Executive authorizes the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you the Executive by one or a combination of the following: (ai) withholding otherwise deliverable whole Shares; (bii) arranging for the sale of whole Shares otherwise deliverable to you the Executive (on your the Executive’s behalf and at your the Executive’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of any Shares acquired upon the vesting of the Restricted SharesRSUs. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, you the Executive shall be deemed to have been issued the full number of whole Shares subject to issued upon vesting of the Restricted SharesRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesRSUs. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have the Executive has relocated to a jurisdiction country other than the United KingdomKingdom (the “U.K.”), you acknowledge the Executive acknowledges that the Company and/or or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You U.K. The Executive also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you the Executive may have to recover any overpayment from the relevant tax authorities. You The Executive 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the U.K. tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), you agree the Executive agrees that the amount of any uncollected Tax-Related Items shall (assuming you are the Executive is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you the Executive to the Company or the Employer, as effective on the Due Date. You agree The Executive 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 the Executive fails to comply with the Executive’s obligations in connection with the Tax-Related Items as described in this Article IV, the Company may refuse to deliver any Shares otherwise payable upon the vesting of the RSUs.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 supplement Article IV of the Award Agreement: Regardless Without limitation to Article IV of any action the Company and Award Agreement, the Employer takes with respect to any or all income tax, primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge Participant agrees that the ultimate liability Participant is liable for all Tax-Related Items legally due by you (including, without limitation, United Kingdom income tax and primary class 1 (employee’s) national insurance contributions for which the Participant’s employer is liable to account) and remains your responsibility. Furthermore, the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any hereby covenants to pay all such Tax-Related Items in connection with any aspect of as and when requested by the Restricted Shares, including Company or the grant Employer or vesting of the Restricted Shares, the subsequent sale of any unrestricted Shares by His Majesty’s Revenue and the receipt of any dividends or dividend equivalents; and Customs (b"HMRC") do not commit to structure the terms of the grant (or any aspect of the Restricted Shares to reduce other tax authority or eliminate your liability for Tax-Related Itemsany other relevant authority). As a condition of the lifting issuance of restrictions Shares upon settlement of the RSUs, the Participant agrees that the Company will deduct from the total shares to be issued as a result of the Vesting of the RSUs a sufficient number of Shares to satisfy the required statutory withholding amount and national insurance or other contributions related to such vesting (the “Withholding Tax Obligation”), which may exceed the minimum statutory tax withholding amount permissible only if it would not cause adverse accounting or tax consequences for the Company or a Subsidiary, in which case the Participant will be taken to have foregone the right to be issued the number of Shares so withheld in order to make good the Withholding Tax Obligation. The Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes 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 Restricted Participant’s behalf. It is a further condition of delivery of any Shares upon vesting of the Restricted SharesRSUs that the Participant will, if required to do so by the Company and/or the Employer shall be entitled to withhold and you agree to payCompany, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations enter into a joint election under section 431(1) of the Company and/or Income Tax (Earnings and Pensions) Act 2003 of the Employer to account to HM Revenue & Customs United Kingdom (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable EventITEPA”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge effect of which is that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current HMRC Official Rate and it Shares will be immediately due treated as if they were not restricted securities and repayable, and the Company and/or the Employer may recover it at any time thereafter by any that sections 425 to 430 of the means referred ITEPA will not apply to abovethose shares.

Income Tax and Social Insurance Contribution Withholding. The following provision provisions shall replace Section 9 4 of the Agreement: Terms and Conditions: (a) Regardless of any action the Company and the Employer takes with respect to any or all income tax, tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant grant, vesting or vesting exercise of any Restricted Shares the Option, or the release or assignment of any Restricted Shares the Option for consideration, or the receipt of any other benefit in connection with the Restricted Shares Option (“Tax-Related Items”), you acknowledge Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you Optionee is and remains your responsibility. Furthermore, Optionee’s responsibility and that the Company and the EmployerCompany: (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption, including the grant or of the Option, the vesting of the Restricted SharesOption, the subsequent sale of any unrestricted Shares and the receipt exercise of any dividends or dividend equivalentsthe Option; and (bii) do does not commit to structure the terms of the grant Option or any aspect of the Restricted Shares Option to reduce or eliminate your Optionee’s liability for Tax-Related Items. . (b) As a condition of settling the lifting Option following the date of restrictions on the Restricted Shares upon vesting of the Restricted Sharesexercise, the Company and/or the Employer shall be entitled to withhold and you agree Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you Optionee from any salary/wages or any other cash compensation payable paid to youOptionee by the Company. Alternatively, or in addition, if permissible under local law, you authorize Optionee authorizes the Company and/or the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you Optionee by one or a combination of the following: (ai) withholding otherwise deliverable Sharesshares of Stock; (bii) arranging for the sale of Shares shares of Stock otherwise deliverable to you Optionee (on your Optionee’s behalf and at your Optionee’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of Shares any shares of Stock acquired upon the vesting exercise of the Restricted SharesOption. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares whole shares of Stock as described herein, you Optionee shall be deemed to have been issued the full number of Shares subject to whole shares of Stock issued in exercise of the Restricted SharesOption, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesOption. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have Optionee has relocated to a jurisdiction country other than the United Kingdom, you acknowledge Optionee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You Optionee also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you Optionee may have to recover any overpayment from the relevant tax authorities. You . (c) 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the UK tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), you agree Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming you Optionee are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you Optionee to the EmployerCompany, effective on the Due Date. You agree 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 deliver any shares of Stock otherwise payable in exercise of the Option.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 13 of the Agreement: Regardless of any action the Company and or the Employer Affiliate that employs you (the “Employer”) (if applicable) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Award and the acquisition of Stock, or the release or assignment of any Restricted Shares the Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares Award (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including the grant or of the Award, the vesting of the Restricted SharesAward, and the issuance of Stock in settlement, the subsequent sale of any unrestricted Shares Stock acquired and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares Stock upon vesting of the Restricted SharesAward, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable by withholding a sufficient number of whole shares of Stock having a fair market value (determined in the Company's reasonable discretion) on the applicable withholding date equal to youthe minimum amount of Tax-Related Items required to be withheld. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Sharesfrom any wages or other cash compensation paid to you by the Company and/or the Employer; (b) arranging for the sale of Shares a sufficient number of whole shares of Stock otherwise deliverable to you (on your behalf and at your direction pursuant to this Rev. 6.2013 19 authorization); or (c) withholding from the proceeds of the sale of Shares a sufficient number of whole shares of Stock acquired upon the vesting of the Restricted SharesAward. If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares shares of Stock as described herein, you shall will be deemed to have been issued the full number of Shares shares subject to the Restricted SharesAward, notwithstanding that a number of the Shares shares of stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesAward. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “"Chargeable Event”"), you have relocated to a jurisdiction other than the United Kingdomanother country, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If any of the foregoing methods of collection are not allowed under applicable laws or if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the shares of Stock acquired under the Plan. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “"Due Date”"), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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. Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you shall not be eligible for a loan from the Company to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for paying and reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime, and the Company or the Employer (as applicable) will hold you liable for the cost of any employee NICs due on this additional benefit. The Company or the Employer (as applicable) may recover the cost of any such employee NICs from you at any time by any of the means referred to in this Section 13.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 12 of the Agreement: Regardless of any action the Company and or the Employer Affiliate that employs you (the “Employer”) (if applicable) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Award and the acquisition of Stock, or the release or assignment of any Restricted Shares the Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares Award (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including the grant or of the Award, the vesting of the Restricted SharesAward, and the issuance of Stock in settlement, the subsequent sale of any unrestricted Shares Stock acquired and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares Stock upon vesting of the Restricted SharesAward, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable by withholding a sufficient number of whole shares of Stock having a fair market value (determined in the Company's reasonable discretion) on the applicable withholding date equal to youthe minimum amount of Tax-Related Items required to be withheld. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Sharesfrom any wages or other cash compensation paid to you by the Company and/or the Employer; (b) arranging for the sale of Shares a sufficient number of whole shares of Stock otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares a sufficient number of whole shares of Stock acquired upon the vesting of the Restricted SharesAward. If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares shares of Stock as described herein, you shall will be deemed to have been issued the full number of Shares shares subject to the Restricted SharesAward, notwithstanding that a number of the Shares shares of stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesAward. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “"Chargeable Event”"), you have relocated to a jurisdiction other than the United Kingdomanother country, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “"Due Date”"), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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 you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 Article IV of the Agreement: Regardless of any action the Company and the Employer takes take with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares grant, vesting, or the release or assignment of any Restricted the Performance Shares for consideration, or the receipt of any other benefit in connection with the Restricted Performance Shares (“Tax-Related Items”), you acknowledge the Executive acknowledges that the ultimate liability for all Tax-Related Items legally due by you the Executive is and remains your responsibility. Furthermore, the Executive’s responsibility and that the Company and the Employer: (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Shares, including the grant or of the Performance Shares, the vesting of the Restricted Performance Shares, and the subsequent sale of any unrestricted Shares and acquired pursuant to the receipt of any dividends or dividend equivalents; Performance Shares, and (bii) do not commit to structure the terms of the grant Performance Shares or any aspect of the Restricted Performance Shares to reduce or eliminate your the Executive’s liability for Tax-Related Items. As a condition to the settlement of the lifting of restrictions on Performance Shares following the Restricted Shares upon vesting of the Restricted SharesRSU Vesting Date, the Company and/or the Employer shall be entitled to withhold and you agree the Executive agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Executive authorizes the Company and/or or the Employer to withhold all applicable Tax-Related Items legally payable by you the Executive from any salarywages/wages salary or any other cash compensation payable to youthe Executive. Alternatively, or in addition, if permissible under local applicable law, you authorize the Company and/or Executive authorizes the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you the Executive by one or a combination of the following: (ai) withholding otherwise deliverable whole Shares; (bii) arranging for the sale of whole Shares otherwise deliverable to you the Executive (on your the Executive’s behalf and at your the Executive’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of any Shares acquired upon the vesting of the Restricted Performance Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, you the Executive shall be deemed to have been issued the full number of whole Shares subject to issued upon vesting of the Restricted Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Performance Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have the Executive has relocated to a jurisdiction country other than the United KingdomKingdom (the “U.K.”), you acknowledge the Executive acknowledges that the Company and/or or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You U.K. The Executive also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you the Executive may have to recover any overpayment from the relevant tax authorities. You The Executive 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the U.K. tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), you agree the Executive agrees that the amount of any uncollected Tax-Related Items shall (assuming you are the Executive is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you the Executive to the Company or the Employer, as effective on the Due Date. You agree The Executive 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 the Executive fails to comply with the Executive’s obligations in connection with the Tax-Related Items as described in this Article IV, the Company may refuse to deliver any Shares otherwise payable upon the vesting of the Performance Shares.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 Article IV of the Agreement: Regardless of any action the Company and the Employer takes take with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant grant, vesting, or vesting exercise of any Restricted Shares the Option or the release or assignment of any Restricted Shares the Option for consideration, or the receipt of any other benefit in connection with the Restricted Shares Option (“Tax-Related Items”), you acknowledge the Executive acknowledges that the ultimate liability for all Tax-Related Items legally due by you the Executive is and remains your responsibility. Furthermore, the Executive’s responsibility and that the Company and the Employer: (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption, including the grant or of the Option, the vesting of the Restricted SharesOption, the subsequent exercise of the Option and the sale of any unrestricted Shares and acquired pursuant to the receipt of any dividends or dividend equivalents; Option, and (bii) do not commit to structure the terms of the grant Option or any aspect of the Restricted Shares Option to reduce or eliminate your the Executive’s liability for Tax-Related Items. As a condition to the settlement of the lifting Option following the date of restrictions on the Restricted Shares upon vesting of the Restricted Sharesexercise, the Company and/or the Employer shall be entitled to withhold and you agree the Executive agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Executive authorizes the Company and/or or the Employer to withhold all applicable Tax-Related Items legally payable by you the Executive from any salarywages/wages salary or any other cash compensation payable to youthe Executive. Alternatively, or in addition, if permissible under local applicable law, you authorize the Company and/or Executive authorizes the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you the Executive by one or a combination of the following: (ai) withholding otherwise deliverable whole Shares; (bii) arranging for the sale of whole Shares otherwise deliverable to you the Executive (on your the Executive’s behalf and at your the Executive’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of any Shares acquired upon the vesting exercise of the Restricted SharesOption. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, you the Executive shall be deemed to have been issued the full number of whole Shares subject to issued upon the Restricted Sharesexercise of the Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesOption. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have the Executive has relocated to a jurisdiction country other than the United KingdomKingdom (the “U.K.”), you acknowledge the Executive acknowledges that the Company and/or or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You U.K. The Executive also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you the Executive may have to recover any overpayment from the relevant tax authorities. You The Executive 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the U.K. tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), you agree the Executive agrees that the amount of any uncollected Tax-Related Items shall (assuming you are the Executive is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you the Executive to the Company or the Employer, as effective on the Due Date. You agree The Executive 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 the Executive fails to comply with the Executive’s obligations in connection with the Tax-Related Items as described in this Article IV, the Company may refuse to deliver any Shares otherwise payable upon the exercise of the Option.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 of the Agreement: Regardless of any action the Company and the Employer takes with respect to any or all income tax, primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including the grant or vesting of the Restricted Shares, the subsequent sale of any unrestricted Shares and the receipt of any dividends or dividend equivalents; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting of restrictions on the Restricted Shares upon vesting of the Restricted Shares, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Tax- Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting of the Restricted Shares. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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.

Income Tax and Social Insurance Contribution Withholding. The following provision provisions shall replace Section 9 8 of the Agreement: Terms and Conditions: (a) Regardless of any action the Company and the Employer takes with respect to any or all income tax, tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the RSU Award, or the release or assignment of any Restricted Shares the RSU Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares RSU Award (“Tax-Related Items”), you acknowledge Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by you Grantee is and remains your responsibility. Furthermore, Grantee’s responsibility and that the Company and the EmployerCompany: (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSU Award, including the grant or award of the RSU Award,, the vesting of the Restricted SharesRSU Award, the settlement of the vested RSU Award, the subsequent sale of any unrestricted Shares shares of Stock acquired pursuant to the RSU Award, and the receipt of any dividends or dividend equivalents; and (bii) do does not commit to structure the terms of the grant RSU Award or any aspect of the Restricted Shares RSU Award to reduce or eliminate your Xxxxxxx’s liability for Tax-Related Items. If Grantee becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country. (b) As a condition of settling the lifting RSU Award following the date of restrictions on the Restricted Shares upon vesting of the Restricted Sharesvesting, the Company and/or the Employer shall be entitled to withhold and you agree Xxxxxxx agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize Xxxxxxx authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you Grantee from any salary/wages or any other cash compensation payable paid to youGrantee by the Company. Alternatively, or in addition, if permissible under local law, you authorize Grantee authorizes the Company and/or the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you Grantee by one or a combination of the following: (ai) withholding otherwise deliverable Sharesshares of Stock; (bii) arranging for the sale of Shares shares of Stock otherwise deliverable to you Grantee (on your Xxxxxxx’s behalf and at your Xxxxxxx’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of Shares any shares of Stock acquired upon the vesting of the Restricted SharesRSU Award. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares whole shares of Stock as described herein, you Grantee shall be deemed to have been issued the full number of Shares subject to whole shares of Stock issued upon vesting of the Restricted SharesRSU Award, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. RSU Award. (c) If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have Xxxxxxx has relocated to a jurisdiction country other than the United Kingdom, you acknowledge Grantee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You Xxxxxxx also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you Grantee may have to recover any overpayment from the relevant tax authorities. You . (d) Grantee 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the UK tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), you agree Xxxxxxx agrees that the amount of any uncollected Tax-Related Items shall (assuming you Grantee are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you Grantee to the EmployerCompany, effective on the Due Date. You agree Xxxxxxx 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 Grantee fails to comply with Xxxxxxx’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver any shares of Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision provisions shall replace Section 9 4 of the Agreement: Terms and Conditions: (a) Regardless of any action the Company and the Employer takes with respect to any or all income tax, tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant grant, vesting or vesting exercise of any Restricted Shares the Option, or the release or assignment of any Restricted Shares the Option for consideration, or the receipt of any other benefit in connection with the Restricted Shares Option (“Tax-Related Items”), you acknowledge Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by you Optionee is and remains your responsibility. Furthermore, Optionee’s responsibility and that the Company and the EmployerCompany: (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption, including the grant or of the Option, the vesting of the Restricted SharesOption, the subsequent sale of any unrestricted Shares and the receipt exercise of any dividends or dividend equivalentsthe Option; and (bii) do does not commit to structure the terms of the grant Option or any aspect of the Restricted Shares Option to reduce or eliminate your Optionee’s liability for Tax-Related Items. . (b) As a condition of settling the lifting Option following the date of restrictions on the Restricted Shares upon vesting of the Restricted Sharesexercise, the Company and/or the Employer shall be entitled to withhold and you agree Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you Optionee from any salary/wages or any other cash compensation payable paid to youOptionee by the Company. Alternatively, or in addition, if permissible under local law, you authorize Optionee authorizes the Company and/or the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you Optionee by one or a combination of the following: (ai) withholding otherwise deliverable Sharesshares of Stock; (bii) arranging for the sale of Shares shares of Stock otherwise deliverable to you Optionee (on your Optionee’s behalf and at your Optionee’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of Shares any shares of Stock acquired upon the vesting exercise of the Restricted SharesOption. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares whole shares of Stock as described herein, you Optionee shall be deemed to have been issued the full number of Shares subject to whole shares of Stock issued in exercise of the Restricted SharesOption, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesOption. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have Optionee has relocated to a jurisdiction country other than the United Kingdom, you acknowledge Optionee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You Optionee also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you Optionee may have to recover any overpayment from the relevant tax authorities. You . (c) 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the UK tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), you agree Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming you Optionee are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you Optionee to the EmployerCompany, effective on the Due Date. You agree 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 deliver any shares of Stock otherwise payable in exercise of the Option.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 13 of the Agreement: Regardless of any action the Company and or the Employer Affiliate that employs you (the “Employer”) (if applicable) takes with respect to any or all income tax, tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Award and the acquisition of Stock, or the release or assignment of any Restricted Shares the Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares Award (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including the grant or of the Award, the vesting of the Restricted SharesAward, and the issuance of Stock in settlement, the subsequent sale of any unrestricted Shares Stock acquired and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares Stock upon vesting of the Restricted SharesAward, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable by withholding a sufficient number of whole shares of Stock having a fair market value (determined in the Company’s reasonable discretion) on the applicable withholding date equal to youthe minimum amount of Tax-Related Items required to be withheld. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Sharesfrom any wages or other cash compensation paid to you by the Company and/or the Employer; (b) arranging for the sale of Shares a sufficient number of whole shares of Stock otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares a sufficient number of whole shares of Stock acquired upon the vesting of the Restricted SharesAward. If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares shares of Stock as described herein, you shall will be deemed to have been issued the full number of Shares shares subject to the Restricted SharesAward, notwithstanding that a number of the Shares shares of stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesAward. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdomanother country, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. –Rev 1.2017 You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the U.K. tax year in which the Chargeable Event occurs or such other period as required under specified in Section 222(1)(c) of the U.K. law Income Tax (Earnings and Pensions) Xxx 0000, (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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 you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 10 of the Agreement: Regardless of any action the Company and or the Employer Affiliate that employs you (the “Employer”) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Award and the acquisition of Stock, or the release or assignment of any Restricted Shares the Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares Award (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and the Employer: and/or your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including the grant or of the Award, the vesting of the Restricted SharesAward, and the issuance of Stock in settlement, the subsequent sale of any unrestricted Shares Stock acquired and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares Stock upon vesting of the Restricted SharesAward, the Company and/or the your Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the your Employer to satisfy, all obligations of the Company and/or the your Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the your Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable by withholding a sufficient number of whole shares of Stock having a fair market value (determined in the Company’s reasonable discretion) on the applicable withholding date equal to youthe minimum amount of Tax-Related Items required to be withheld. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the your Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Sharesfrom any wages or other cash compensation paid to you by the Company and/or your Employer; (b) arranging for the sale of Shares shares of Stock otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares shares of Stock acquired upon the vesting of the Restricted SharesAward. If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares shares of Stock as described herein, you shall will be deemed to have been issued the full number of Shares shares subject to the Restricted SharesAward, notwithstanding that a number of the Shares shares of stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesAward. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdomanother country, you acknowledge that the Company and/or the your Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You also agree that the Company and the your Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the your Employer any amount of Tax-Related Items that the Company or the your Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the your Employer, effective on the Due Date. You agree 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 your 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 you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision provisions shall replace Section 9 8 of the Agreement: Terms and Conditions: (a) Regardless of any action the Company and the Employer takes with respect to any or all income tax, tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Stock Grant, or the release or assignment of any Restricted Shares the Stock Grant for consideration, or the receipt of any other benefit in connection with the Restricted Shares Stock Grant (“Tax-Related Items”), you acknowledge Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by you Grantee is and remains your responsibility. Furthermore, Grantee’s responsibility and that the Company and the EmployerCompany: (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Grant, including the grant or award of the Stock Grant, the vesting of the Restricted SharesStock Grant, the settlement of the vested Stock Grant, the subsequent sale of any unrestricted Shares shares of Stock acquired pursuant to the Stock Grant, and the receipt of any dividends or dividend equivalents; and (bii) do does not commit to structure the terms of the grant Stock Grant or any aspect of the Restricted Shares Stock Grant to reduce or eliminate your Grantee’s liability for Tax-Related Items. If Grantee becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country. (b) As a condition of settling the lifting Stock Grant following the date of restrictions on the Restricted Shares upon vesting of the Restricted Sharesvesting, the Company and/or the Employer shall be entitled to withhold and you agree Grantee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize Grantee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you Grantee from any salary/wages or any other cash compensation payable paid to youGrantee by the Company. Alternatively, or in addition, if permissible under local law, you authorize Grantee authorizes the Company and/or the EmployerCompany, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you Grantee by one or a combination of the following: (ai) withholding otherwise deliverable Sharesshares of Stock; (bii) arranging for the sale of Shares shares of Stock otherwise deliverable to you Grantee (on your Grantee’s behalf and at your Grantee’s direction pursuant to this authorization); or (ciii) withholding from the proceeds of the sale of Shares any shares of Stock acquired upon the vesting of the Restricted SharesStock Grant. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares whole shares of Stock as described herein, you Grantee shall be deemed to have been issued the full number of Shares subject to whole shares of Stock issued upon vesting of the Restricted SharesStock Grant, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. Stock Grant. (c) If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have Grantee has relocated to a jurisdiction country other than the United Kingdom, you acknowledge Grantee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry, including the United Kingdom. You Grantee also agree agrees that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you Grantee may have to recover any overpayment from the relevant tax authorities. You . (d) Grantee 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 Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the UK tax year in which the Chargeable Event occurs or such other period as required under specified in section 222(1)(c) of the U.K. law Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), you agree Grantee agrees that the amount of any uncollected Tax-Related Items shall (assuming you Grantee are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you Grantee to the EmployerCompany, effective on the Due Date. You agree Grantee 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 Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver any shares of Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 13 of the Agreement: Regardless of any action the Company and or the Employer Affiliate that employs you (the “Employer”) (if applicable) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares the Award and the acquisition of Stock, or the release or assignment of any Restricted Shares the Award for consideration, or the receipt of any other benefit in connection with the Restricted Shares Award (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company and and/or the Employer: Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including the grant or of the Award, the vesting of the Restricted SharesAward, and the issuance of Stock in settlement, the subsequent sale of any unrestricted Shares Stock acquired and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate your liability for Tax-Related Items. As a condition of the lifting issuance of restrictions on the Restricted Shares Stock upon vesting of the Restricted SharesAward, the Company and/or the Employer shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable by withholding a sufficient number of whole shares of Stock having a fair market value (determined in the Company’s reasonable discretion) on the applicable withholding date equal to youthe minimum amount of Tax-Related Items required to be withheld. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Sharesfrom any wages or other cash compensation paid to you by the Company and/or the Employer; (b) arranging for the sale of Shares a sufficient number of whole shares of Stock otherwise deliverable to you (on your behalf and at your direction pursuant to this –Rev 1.2016 authorization); or (c) withholding from the proceeds of the sale of Shares a sufficient number of whole shares of Stock acquired upon the vesting of the Restricted SharesAward. If the obligation for Tax-Related Items is satisfied by withholding a whole number of Shares shares of Stock as described herein, you shall will be deemed to have been issued the full number of Shares shares subject to the Restricted SharesAward, notwithstanding that a number of the Shares shares of stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted SharesAward. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdomanother country, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdomcountry. You also agree that the Company and the Employer may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days after the end of the U.K. tax year in which the Chargeable Event occurs or such other period as required under specified in Section 222(1)(c) of the U.K. law Income Tax (Earnings and Pensions) Xxx 0000, (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employer, effective on the Due Date. You agree 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 you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Stock acquired under the Plan.

Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 9 10 of the Agreement: : (a) Regardless of any action the Company Toro and the Employer any Affiliate or Subsidiary takes with respect to any or all income tax, primary and secondary Class 1 I National Insurance contributionsContributions, payroll tax tax, payment on account or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of any Restricted Shares or the release or assignment of any Restricted Shares for consideration, or the receipt of any other benefit in connection with the Restricted Shares (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Furthermore, the Company responsibility and the Employerthat Toro and any Affiliate or Subsidiary: (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption, including the grant or of the Option, the vesting of the Restricted SharesOption, the exercise of the Option, the subsequent sale of any unrestricted Shares acquired pursuant to the Option, and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that Toro and/or any Affiliate or Subsidiary may be required to withhold or account for Tax-Related Items in more than one country. (b) As a condition of the lifting issuance of restrictions on the Restricted Shares (or cash payment) upon vesting exercise of the Restricted SharesOption, the Company Toro and/or the Employer any Affiliate or Subsidiary shall be entitled to withhold and you agree to pay, or make adequate arrangements satisfactory to the Company Toro and/or the Employer any Affiliate or Subsidiary to satisfy, all obligations of the Company Toro and/or the Employer any Affiliate or Subsidiary to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, you authorize the Company Toro and/or the Employer any Affiliate or Subsidiary to withhold all applicable Tax-Related Items legally payable by you from any salary/wages or any other cash compensation payable to you. Alternatively, or in addition, if permissible under local law, you authorize the Company Toro and/or the Employerany Affiliate or Subsidiary, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by you by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to you (on your behalf and at your direction pursuant to this authorization); or (c) withholding from the proceeds of the sale of Shares acquired upon the vesting exercise of the Restricted SharesOption. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, you shall be deemed to have been issued the full number of Shares subject to the Restricted SharesOption, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Shares. Option. (c) If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), you have relocated to a jurisdiction other than the United Kingdom, you acknowledge that the Company Toro and/or the Employer any Affiliate or Subsidiary may be required to withhold or account for Tax-Related Items in more than one jurisdiction, including the United Kingdom. You also agree that the Company Toro and the Employer any Affiliate or Subsidiary may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which you may have to recover any overpayment from the relevant tax authorities. . (d) You shall pay to the Company Toro or the Employer any Affiliate or Subsidiary any amount of Tax-Related Items that the Company Toro or the Employer any Affiliate or Subsidiary may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 calendar days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), you agree that the amount of any uncollected Tax-Related Items shall (assuming you are not a director or executive officer of the Company Toro (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by you to the Employerany Affiliate or Subsidiary, effective on the Due Date. You agree that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company Toro and/or the Employer any Affiliate or Subsidiary 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 you fail to comply with your obligations in connection with the Tax-Related Items as described in this section, Toro may refuse to deliver the Shares acquired under the Plan.