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

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph 11 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph 11 of the Agreement, the Employee hereby agrees that the Employee is liable for all Tax-Related Items and hereby consents to pay all such Tax-Related Items, as and when requested by the Company, the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and income tax due is not collected from or paid by the Employee within ninety (90) days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to the Employee on which additional income tax and national insurance contributions may be payable. The Employee acknowledges that the Employee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Employee at any time thereafter by any of the means referred to in Paragraph 11 of the Agreement.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph Section 11 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph Section 11 of the Agreement, the Employee hereby agrees that the Employee is liable for all Tax-Related Items and hereby consents to pay all such Tax-Related Items, as and when requested by the Company, the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and income tax due is not collected from or paid by the Employee within ninety (90) days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to the Employee on which additional income tax and national insurance contributions may be payable. The Employee acknowledges that the Employee ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Employee at any time thereafter by any of the means referred to in Paragraph Section 11 of the Agreement.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph 11 supplements Section 9 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph 11 Award Agreement: If payment or withholding of the Agreement, the Employee hereby agrees that the Employee is liable for all Tax-Related Items and hereby consents to pay all such Tax-Related Items, as and when requested by the Company, the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and income tax due in connection with the Performance Shares is not collected from or paid by the Employee made within ninety (90) days after the end of the U.K. tax year in which an the event giving rise to the indemnification described above occursincome tax liability occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax may paid by the Employer shall constitute a benefit loan owed by the Participant to the Employee on which additional income tax and national insurance contributions may be payableEmployer, effective as of the Due Date. The Employee acknowledges Participant agrees that the Employee ultimately loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be responsible for reporting immediately due and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime repayable, and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Employee it at any time thereafter by any of the means referred to in Paragraph 11 Section 9 of the Award Agreement. Notwithstanding the foregoing, if the Participant is 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), the Participant shall not be eligible for a loan from the Company or the Employer to cover the income tax liability. In the event that the Participant is a director or executive officer of the Company and the income tax is not collected from or paid by the Participant by the Due Date, the payment of any uncollected income tax and employee national insurance contributions (“NICs”) by the Employer may constitute a benefit to the Participant (the “Tax Benefit”) on which additional income tax and NICs will be payable. If the Participant is a director or executive officer of the Company, the Participant will be responsible for paying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Employer will hold the Participant liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Employer was obligated to pay and paid. The Company or the Employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Participant at any time by any of the means referred to in Section 9 of the Award Agreement.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph 11 supplements Section 9 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph 11 Award Agreement: If payment or withholding of the Agreement, the Employee hereby agrees that the Employee is liable for all Tax-Related Items and hereby consents to pay all such Tax-Related Items, as and when requested by the Company, the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and income tax due in connection with the Performance Shares is not collected from or paid by the Employee made within ninety (90) days after the end of the U.K. tax year in which an the event giving rise to the indemnification described above occursincome tax liability occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax may paid by the Employer shall constitute a benefit loan owed by the Participant to the Employee on which additional income tax and national insurance contributions may be payableEmployer, effective as of the Due Date. The Employee acknowledges Participant agrees that the Employee ultimately loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be responsible for reporting immediately due and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime repayable, and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Employee it at any time thereafter by any of the means referred to in Paragraph 11 Section 9 of the Award Agreement. Notwithstanding the foregoing, if the Participant is 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), the Participant shall not be eligible for a loan from the Company or the Employer to cover the income tax liability. In the event that the Participant is a director or executive officer of the Company and the income tax is not collected from or paid by the Participant by the Due Date, the payment of any uncollected income tax and employee national insurance contributions (“NICs”) by the Employer may constitute a benefit to the Participant (the “Tax Benefit”) on which additional income tax and NICs will be payable. If the Participant is a director or executive officer of the Company, the Participant will be responsible for paying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Employer will hold the Participant liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Employer was obligated to pay and paid. The Company or the Employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Participant at any time by any of the means referred to in Section 9 of the Award Agreement.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph 11 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph Section 11 of the Agreement, the Employee you hereby agrees agree that the Employee is you are liable for any or all income tax, national insurance, payroll tax, fringe benefits tax, or payment on account of other tax- related withholding (“Tax-Related Items Items”) and hereby consents consent to pay all such Tax-Related Items, as and when requested by the Company, the Company and or your Employer (if different) or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee You also hereby agrees agree to indemnify and keep indemnified the Company and the your Employer (if different) against any Tax-Related Items that they are required to pay or withhold on the Employee’s your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is you are a director or executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), you understand that you may not be able to indemnify the terms Company for the amount of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and any income tax due is not collected from or paid by the Employee you within ninety (90) days after of the end of the U.K. tax year in which an the event giving rise to the indemnification described above occursTax-Related Items occurs as it may be considered to be a loan and therefore, the amount of any uncollected tax it may constitute a benefit to the Employee you on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Employee acknowledges You understand that the Employee ultimately you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company or the and/or your Employer (as applicableappropriate) for the value amount of any employee national insurance contributions NICs due on this additional benefit, which the Company and/or the Employer may recover also be recovered from the Employee at any time thereafter you by any of the means referred to in Paragraph Section 11 of the Agreement. 2.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph 11 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph 11 Section 22 of the Agreement, the Employee you hereby agrees agree that the Employee is you are liable for any or all income tax, national insurance, payroll tax, fringe benefits tax, or payment on account of other tax- related withholding (“Tax-Related Items Items”) and hereby consents consent to pay all such Tax-Related Items, as and when requested by the Company, the Company and or your Employer (if different) or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee You also hereby agrees agree to indemnify and keep indemnified the Company and the your Employer (if different) against any Tax-Related Items that they are required to pay or withhold on the Employee’s your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is you are a director or executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amendedAct), you understand that you may not be able to indemnify the terms Company for the amount of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and any income tax due is not collected from or paid by the Employee you within ninety (90) days after of the end of the U.K. tax year in which an the event giving rise to the indemnification described above occursTax-Related Items occurs as it may be considered to be a loan and therefore, the amount of any uncollected tax it may constitute a benefit to the Employee you on which additional income tax and national insurance National Insurance contributions (“NICs”) may be payable. The Employee acknowledges You understand that the Employee ultimately you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing paying to the Company or the and/or your Employer (as applicableappropriate) for the value amount of any employee national insurance contributions NICs due on this additional benefit, which the Company and/or the Employer may recover also be recovered from the Employee at any time thereafter you by any of the means referred to in Paragraph 11 Section 22 of the Agreement. 2.

Income Tax and Social Insurance Contribution Withholding. The following provision shall supplement Paragraph 11 of the Agreement (as reflected in Appendix A): Without limitation to Paragraph 11 supplements Article 8 of the Agreement, the Employee hereby agrees that the Employee is liable for all Tax-Related Items and hereby consents to pay all such Tax-Related Items, as and when requested by the Company, the Employer : If payment or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Employee’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Employee is a director or executive officer (as within the meaning of Section 13(k) withholding of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Employee is a director or executive officer and income tax due in connection with the Performance Shares is not collected from or paid by the Employee made within ninety (90) days after the end of the U.K. tax year in which an the event giving rise to the indemnification described above occursincome tax liability occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), the amount of any uncollected income tax may paid by the Employer shall constitute a benefit loan owed by the Participant to the Employee on which additional income tax and national insurance contributions may be payableEmployer, effective as of the Due Date. The Employee acknowledges Participant agrees that the Employee ultimately loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be responsible for reporting immediately due and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime repayable, and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from the Employee it at any time thereafter by any of the means referred to in Paragraph 11 Article 8 of the Agreement. Notwithstanding the foregoing, if the Participant is 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), the Participant shall not be eligible for a loan from the Company or the Employer to cover the income tax liability. In the event that the Participant is a director or executive officer of the Company and the income tax is not collected from or paid by the Participant by the Due Date, the payment of any uncollected income tax and employee national insurance contributions (“NICs”) by the Employer may constitute a benefit to the Participant (the “Tax Benefit”) on which additional income tax and NICs will be payable. If the Participant is a director or executive officer of the Company, the Participant will be responsible for paying and reporting any income tax due on the Tax Benefit directly to HMRC under the self-assessment regime, and the Employer will hold the Participant liable for the Tax Benefit and the cost of any employee NICs due on the Tax Benefit that the Company or the Employer was obligated to pay and paid. The Company or the Employer (as applicable) may recover the Tax Benefit and the cost of any such employee NICs from the Participant at any time by any of the means referred to in Article 8 of the Agreement.