Common use of Mandatory Withholding for Taxes Clause in Contracts

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon is subject to withholding tax requirements under or in respect of any national, federal, state and other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount required to be withheld under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company shall withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits you remit the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to Company. For the Required Withholding Amount by such time as avoidance of doubt, the Company may requireallow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the award of the Restricted Stock Units to the Grantee or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount required to be withheld under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because the Grantee vests in some or all of the Restricted Stock Units and any related RSU Dividend Equivalents, the Company shall withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may requireCompany.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the award of the Restricted Stock Units to the Grantee or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount required to be withheld under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because the Grantee vests in some or all of the Restricted Stock Units and any related RSU Dividend Equivalents, the Company shall withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may requireCompany.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangement satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Earned Restricted Stock Units or Accelerated Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form or shares of Common Stock and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Earned Restricted Stock Units or Accelerated Restricted Stock Units and any related Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may requireCompany.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that upon exercise by the Grantee of a Vested Portion of the Option or if the Grantee makes an election under Section 83(b) of the Code (an "83(b) Election") in connection with the exercise of an Unvested Portion of the Option, the Company will deduct from the shares of Common Stock LBTYB otherwise payable or deliverable upon exercise of any Options the Option that number of shares of Common Stock having a LBTYB (valued at their Fair Market Value on the date of exercise exercise) that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company Committee (the “"Required Withholding Amount”"), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Pricepurchase price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the CompanyCommittee's determination of the Required Withholding Amount. Notwithstanding Upon the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise vesting of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal Unvested Shares as to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if which the Grantee has remitted cash not made an 83(b) Election, the Grantee (or a beneficiary designated in accordance with Section 8 of this Agreement) shall remit to the Company or a Subsidiary or designee thereof in an the amount equal of all federal, state and local taxes required to be withheld by the Company with respect to the Required Withholding Amount by vesting of such time as Option Shares, unless provisions to pay such withholding taxes have been made to the Company may requiresatisfaction of the Committee. Upon the payment of any cash dividends with respect to Unvested Shares prior to the vesting thereof, the amount of such dividends shall be reduced to the extent necessary to satisfy any withholding tax requirements applicable thereto prior to payment to the Grantee.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon is subject to withholding tax requirements under or in respect of any national, federal, state and other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount required to be withheld under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company shall withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in ​ the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits you remit the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to Company. For the Required Withholding Amount by such time as avoidance of doubt, the Company may requireallow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangement satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form or shares of Common Stock and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may requireCompany.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of the applicable class of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of the class of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented 3 ‌ by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The To the extent the Grantee acknowledges and agrees that or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the Company will deduct from award of Restricted Share Units to the shares Grantee or the vesting thereof, or (ii) the designation of Common Stock otherwise any RSU Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal to the amount of all federalpayment, state and local taxes required to be withheld by the Company distribution or any Subsidiary of the Company upon such exercisevesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation) or (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent). Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Restricted Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon is subject to withholding tax requirements under or in respect of any national, federal, state and other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount required to be withheld under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company shall withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits you remit the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment Notwithstanding any other provisions of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such casethis Agreement, the Company will notify the broker promptly delivery ​ of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company or a Subsidiary or designee thereof in an amount equal to Company. For the Required Withholding Amount by such time as avoidance of doubt, the Company may requireallow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you.

Mandatory Withholding for Taxes. The (a) To the extent the Grantee acknowledges and agrees that or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the Company will deduct from award of Performance Share Units to the shares Grantee or the vesting thereof, or (ii) the designation of Common Stock otherwise any RSU Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal to the amount of all federalpayment, state and local taxes required to be withheld by the Company distribution or any Subsidiary of the Company upon such exercisevesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Performance Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation) or (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Earned Performance Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent). Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Performance Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. In such case. (b) At all times prior to the Vesting Date, the Company will notify benefit payable under this Agreement is subject to a substantial risk of forfeiture within the broker promptly meaning of Section 409A and Regulation 1.409A-1(d) (or any successor Regulation). Accordingly, this Agreement is not subject to Section 409A under the Company's determination of the Required Withholding Amountshort term deferral exclusion. Notwithstanding any other provision of this Agreement, if Grantee is a “specified employee” as such term is defined in Section 409A, and determined as described below, any amounts that would otherwise be payable hereunder as nonqualified deferred compensation within the foregoing or anything contained herein meaning of Section 409A on account of Termination of Service (other than by reason of death) to the contrary, Grantee shall not be payable before the earlier of (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options date that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on is six months after the date of exercise that is equal to the Required Withholding Amount and Grantee’s Termination of Service, (ii) the Company will not withhold any shares date of Common Stock to pay the Required Withholding Amount Grantee’s death or (iii) the date that otherwise complies with the requirements of Section 409A. The Grantee shall be deemed a “specified employee” for the twelve-month period beginning on April 1 of a year if the Grantee has remitted cash is a “key employee” as defined in Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December 31 of the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may requirepreceding year.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make ​ 3 ‌ ​ payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related 3 ‌ Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will deduct from the shares of BATRK Common Stock or FWONK Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of BATRK Common Stock or FWONK Common Stock, as applicable, having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of the type of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangement satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.. LTRPB Term RSU Form

Mandatory Withholding for Taxes. The To the extent the Grantee acknowledges and agrees that or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the Company will deduct from award of Restricted Share Units to the shares Grantee or the vesting thereof, or (ii) the designation of Common Stock otherwise any RSU Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal to the amount of all federalpayment, state and local taxes required to be withheld by the Company distribution or any Subsidiary of the Company upon such exercisevesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation), or (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent). Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Restricted Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of such class of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of such class of Common Stock and/or (b) from any related 3 ‌ Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of the class of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The To the extent the Grantee acknowledges and agrees that or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the Company will deduct from award of Restricted Share Units to the shares Grantee or the vesting thereof, or (ii) the designation of Common Stock otherwise any RSU Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal to the amount of all federalpayment, state and local taxes required to be withheld by the Company distribution or any Subsidiary of the Company upon such exercisevesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation), (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent) or (iii) withholding Class C common shares pursuant to the Withholding Agreement to the extent that the Grantee concurrently vests in any restricted share units with respect to Class C common shares on a Vesting Date. Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Restricted Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of such class of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of such class of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of the class of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amountwithholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.. Liberty TripAdvisor - Annual RSU Form

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangement satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the type of shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of such type of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Notwithstanding any other provisions of this Agreement, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount any shares of sale or loan proceeds Common Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of the type of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The (d) To the extent the Grantee acknowledges and agrees that the or Company will deduct from the shares of Common Stock otherwise payable is subject to withholding tax or deliverable upon exercise of employee social security withholding requirements under any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal national, state, local or other governmental law with respect to the amount of all federal, state award and local taxes required to be withheld by the Company or any Subsidiary vesting of the Company upon such exerciseLILAB Unrestricted Share Award, as determined by the Company in its sole and absolute discretion (collectively, the “LILAB Unrestricted Share Award Required Withholding Amount”), then the Grantee agrees that the Company shall withhold from the Class C Shares otherwise deliverable upon the issuance of the Commitment Award a number of shares that collectively have a Fair Market Value equal to the LILAB Unrestricted Share Award Required Withholding Amount, unless the Grantee remits the LILAB Unrestricted Share Award Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment hereby agrees that if the Class C Shares otherwise deliverable upon the issuance of the Base Price Commitment Award are insufficient in number to satisfy the LILAB Unrestricted Share Award Required Withholding Amount, such amount can also be collected by deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation). Notwithstanding any other provisions of this Agreement or the Employment Agreement, the delivery of irrevocable instructions to a broker to deliver promptly any Class B Shares represented by the vested Class B Share award or any Class C Shares represented by the vested Commitment Award may be postponed until any required withholding taxes have been paid to the Company. (e) To the extent the Grantee or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the amount award of sale Performance Share Units to the Grantee or loan proceeds required the vesting thereof, or (ii) the designation of any RSU Dividend Equivalents as payable or distributable or the payment, distribution or vesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “LILAB PSU Award Required Withholding Amount”), then the Grantee agrees that the Company shall withhold from the Class A Shares or Class C Shares represented by Awards that vest on the same Vesting Date as the 2023 LILAB PSUs or the 2024 LILAB PSUs, as applicable, and that are otherwise payable or deliverable to pay the Base PriceGrantee upon vesting a number of Class A Shares or Class C Shares, such instructions may also include instructions which collectively have a Fair Market Value equal to deliver the LILAB PSU Award Required Withholding Amount, unless the Grantee remits the LILAB PSU Award Required Withholding Amount to the Company. In Company in cash in such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount form and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may requirerequire or other provisions for withholding such amount satisfactory to the Company have been made. Without limitation to the foregoing sentence, the Grantee hereby agrees that the LILAB PSU Award Required Withholding Amount can also be collected by deducting from (i) cash amounts otherwise payable to the Grantee (including wages or other cash compensation) or (ii) the Class B Shares represented by vested Performance Share Units and otherwise deliverable to the Grantee, provided that collection under this clause (ii) shall only apply to the extent the LILAB PSU Award Required Withholding Amount cannot be satisfied through withholding of Class A Shares or Class C Shares or timely satisfied through cash payment or withholding, in each case, pursuant to this Section. Notwithstanding any other provisions of this Agreement, the delivery of any Class B Shares represented by vested Performance Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. (f) At all times prior to the Vesting Date, the benefit payable under this Agreement is subject to a substantial risk of forfeiture within the meaning of Section 409A and Regulation 1.409A-1(d) (or any successor Regulation). Accordingly, this Agreement is not subject to Section 409A under the short-term deferral exclusion. Notwithstanding any other provision of this Agreement, if Grantee is a “specified employee” as such term is defined in Section 409A, and determined as described below, any amounts that would otherwise be payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service (other than by reason of death) to the Grantee shall not be payable before the earlier of (i) the date that is six months after the date of the Grantee’s Termination of Service, (ii) the date of the Grantee’s death or (iii) the date that otherwise complies with the requirements of Section 409A. The Grantee shall be deemed a “specified employee” for the twelve-month period beginning on April 1 of a year if the Grantee is a “key employee” as defined in Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year.

Mandatory Withholding for Taxes. The To the extent the Grantee acknowledges and agrees that or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the Company will deduct from award of Restricted Share Units to the shares Grantee or the vesting thereof, or (ii) the designation of Common Stock otherwise any RSU Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal to the amount of all federalpayment, state and local taxes required to be withheld by the Company distribution or any Subsidiary of the Company upon such exercisevesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation), [or] (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent) [or (iii) withholding Class C common shares pursuant to the Withholding Agreement to the extent that the Grantee concurrently vests in any restricted share units with respect to Class C common shares on a Vesting Date].1 [In addition, the Company may withhold additional Shares pursuant to the Withholding Agreement to satisfy withholding requirements that may apply to restricted share units with respect to Class A common shares of the Grantee that vest on a Vesting Date.]2 Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Restricted Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will deduct from the shares of Common QVCB Stock or LVNTB Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common QVCB Stock or LVNTB Stock, as applicable, having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of the type of Common Stock acquired upon exercise of such Options having a Fair Market Value of such Common Stock on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the shares award of Common the Restricted Stock otherwise Units to the Grantee or the vesting or settlement thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required, the Company shall withhold (a) from the shares of Common Stock represented by such vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock and/or (b) from any related Dividend Equivalents otherwise deliverable to the Grantee an amount of such Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) as of the date the obligation to withhold arises equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment Notwithstanding any other provisions of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such casethis Agreement, the Company will notify the broker promptly delivery 3 ‌ of the Company's determination any shares of the Required Withholding AmountCommon Stock represented by vested Restricted Stock Units and any related Dividend Equivalents may be postponed until any required withholding taxes have been satisfied. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise payable or deliverable upon exercise of any Options that to the Grantee a number of shares of Common Stock acquired upon exercise of represented by such Options Restricted Stock Units having a Fair Market Value on the date of exercise that is the obligation to withhold arises equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from or any Subsidiary of the shares Company is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the award of Common the Restricted Stock otherwise Units to the Grantee or the vesting thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise distributable or the payment or distribution thereof, the Grantee must, as a condition of any Options that number receiving the benefits of shares of Common Stock having a Fair Market Value on the date of exercise that is equal this Agreement, make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because the Grantee vests in some or all of the Restricted Stock Units and any related Dividend Equivalents, the Grantee shall, on each Vesting Date (or the first business day thereafter if the Vesting Date is not a trading day), in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and using the broker-assisted sale program arranged by the Company, sell from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock that the Company determines has at least the Fair Market Value sufficient to satisfy the Required Withholding Amount, plus additional shares of Common Stock to account for rounding and market fluctuations, and the proceeds from such sale shall be remitted to the Company and used to satisfy the Required Withholding Amount (collectively, a “Sell-to-Cover”), unless (i) the Grantee instead remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to (ii) in the sole discretion, and with the approval, of either (x) the Committee, in the case of officers of the Company have been made. If the Grantee elects to make payment for purposes of Section 16(b) of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to Exchange Act, or (y) the Committee, the Company’s Chief Executive Officer or the Company’s Chief Financial Officer (jointly or acting individually), in all other cases, the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver withholds the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock and Dividend Equivalents otherwise payable or deliverable upon exercise of any Options that to be delivered to you pursuant to this Agreement (a “Share Withholding”). The number of shares to be withheld in a Share Withholding shall be a number of whole shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on Value, determined as of the date of exercise that is the withholding obligation arises, equal to the Required Withholding Amount and (ii) the Company will not withhold with any fractional shares of Common Stock rounded up to pay the Required Withholding Amount if nearest whole share of Common Stock). As of the date hereof, the Grantee has remitted cash certifies that (a) the Grantee is currently unaware of any material, non-public information with respect to the Company and (b) this Agreement is entered into in good faith and not as a part of a scheme to evade the prohibitions of Rule 10b-5 of the Exchange Act or a Subsidiary any other securities laws. No fractional shares of Common Stock will be issuable following application of this Section 5, and the Grantee will receive, in lieu of any fractional share of Common Stock that the Grantee otherwise would receive upon payment or designee thereof in delivery, the economic benefit of an amount equal to the Required Withholding Amount fraction representing such fractional share multiplied by the Fair Market Value of one share of such time Common Stock as of the Company may requireapplicable Vesting Date.

Mandatory Withholding for Taxes. The Grantee acknowledges and agrees To the extent that the Company will deduct from or any Subsidiary of the shares Company is subject to withholding tax requirements under any national, state, local or other governmental law with respect to the award of Common the Restricted Stock otherwise Units to the Grantee or the vesting thereof, or the designation of any Dividend Equivalents as payable or deliverable upon exercise distributable or the payment or distribution thereof, the Grantee must, as a condition of any Options that number receiving the benefits of shares of Common Stock having a Fair Market Value on the date of exercise that is equal this Agreement, make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon under such exercisetax laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because the Grantee vests in some or all of the Restricted Stock Units and any related Dividend Equivalents, the Grantee shall, on each Vesting Date (or the first business day thereafter if the Vesting Date is not a trading day), in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and using the broker-assisted sale program arranged by the Company, sell from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to the Grantee a number of shares of Common Stock that the Company determines has at least the Fair Market Value sufficient to satisfy the Required Withholding Amount, plus additional shares of Common Stock to account for rounding and market fluctuations, and the proceeds from such sale shall be remitted to the Company and used to satisfy the Required Withholding Amount (collectively, a “Sell-to-Cover”), unless the Grantee instead remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory require. As of the date hereof, the Grantee certifies that (a) the Grantee is currently unaware of any material, non-public information with respect to the Company have been made. If and (b) this Agreement is entered into in good faith and not as a part of a scheme to evade the Grantee elects to make payment prohibitions of Rule 10b-5 of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale Exchange Act or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Companyany other securities laws. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the No fractional shares of Common Stock otherwise payable or deliverable upon exercise will be issuable following application of this Section 5, and the Grantee will receive, in lieu of any Options that number of shares fractional share of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to otherwise would receive upon payment or delivery, the Company or a Subsidiary or designee thereof in economic benefit of an amount equal to the Required Withholding Amount fraction representing such fractional share multiplied by the Fair Market Value of one share of such time Common Stock as of the Company may requireapplicable Vesting Date.

Mandatory Withholding for Taxes. The To the extent the Grantee acknowledges and agrees that or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the Company will deduct from award of Restricted Share Units to the shares Grantee or the vesting thereof, or (ii) the designation of Common Stock otherwise any RSU Dividend Equivalents as payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on distributable or the date of exercise that is equal to the amount of all federalpayment, state and local taxes required to be withheld by the Company distribution or any Subsidiary of the Company upon such exercisevesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If Without limitation to the foregoing sentence, the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation), [or] (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent) [or (iii) withholding Class C common shares pursuant to the Withholding Agreement to the extent that the Grantee concurrently vests in any restricted share units with respect to Class C common shares on a Vesting Date].7 [In addition, the Company may withhold additional Shares pursuant to the Withholding Agreement to satisfy withholding requirements that may apply to restricted share units with respect to Class A common shares of the Grantee that vest on a Vesting Date.]8 Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Restricted Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.