Common use of Payment after Vesting Clause in Contracts

Payment after Vesting. (a) As soon as administratively practicable following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested), the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) a number of Common Shares equal to the number of RSUs that vested on the applicable vesting date. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a) or (b) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a) or (b) hereof. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Grantee, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee or Grantee’s legal representative or enter such Common Shares in book entry form unless and until Grantee or Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial and local taxes applicable to the taxable income of Grantee resulting from the vesting and settlement of RSUs into Common Shares.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of shares of Common Shares Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5, provided, that, in the event that the Restricted Stock Units constitute “nonqualified deferred compensation” within the meaning of Section 409A (as defined below) then such Common Stock shall be delivered to the Participant on the thirtieth (30th) day following the vesting of the Restricted Stock Units. Notwithstanding the foregoing, in the event shares of Common Shares Stock cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the shares of Common Shares Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee Administrator determines that shares of Common Shares Stock can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Agreement to the contrary, upon vesting of the RSUs, shares of Common Stock will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the right to withhold grant of RSUs or the issuance of shares of Common Stock. Such payment shall be made by deduction from any amount other compensation payable to Grantee, either under the Plan Participant or otherwise, in such amount as may be necessary other form of consideration acceptable to enable the Company to comply with which may, in the applicable requirements sole discretion of any federalthe Company, provincial, state, local include: (1) Cash or foreign law, or any administrative policy check; (2) Surrender of any applicable tax authority, relating to the withholding shares of tax or any other required deductions Common Stock (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee shares of Common Stock otherwise issuable under the RSUs) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (i3) remit the amount of any such Withholding Obligations Other property acceptable to the Company in advance; its sole discretion (ii) reimburse including, without limitation, through the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) delivery of a notice that the Plan, to effect Participant has placed a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to market sell order with a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any shares of Common Stock then issuable under the RSUs, or continue any extension and that the broker has been directed to pay a sufficient portion of credit with respect the net proceeds of the sale to such payment, with a loan from the Company or a loan arranged by the Company in violation satisfaction of Section 13(k) its withholding obligations; provided that payment of such proceeds is then made to the U.S. Exchange ActCompany upon settlement of such sale). The Company shall not be obligated to deliver any new certificate representing shares of Common Shares Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such share of Common Shares Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into or the issuance of shares of Common SharesStock.

Payment after Vesting. (a) As soon as administratively practicable On the thirtieth (30th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 2.4 hereof, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, this Agreement or the Grant Notice to the contrary, upon vesting of the RSUs, Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will Notwithstanding anything to the contrary in this Agreement or the Grant Notice, the Company shall be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement entitled to require payment by Participant of any RSUs and any payment is sums required by applicable law to be withheld with respect to the grant or vesting of the RSUs or the issuance of the Shares. Such payment shall be made in a the manner satisfactory determined by the Company in its sole discretion, and may be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Grantee, either under the Plan which may include: (i) Cash or otherwise, check; (ii) Surrender of Shares held for such amount period of time as may be necessary required by the Administrator in order to enable avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (iii) Other property acceptable to the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions in its sole discretion (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee through the delivery of a notice that Participant has placed a market sell order with a broker with respect to (i) remit Shares payable pursuant to the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for at such time as may be required by the Company, but in any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of event not later than the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Actsale). The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the grant or vesting and settlement of the RSUs into Common Sharesor the issuance of Shares pursuant to the RSUs.

Payment after Vesting. (a) As soon as administratively practicable On or before the tenth day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Determination Date for each Performance Period, the Company shall deliver to Grantee the Participant that number of Shares, if any, issuable in respect of such Performance Period, as determined in accordance with the Grant Notice and Exhibit B. Notwithstanding the foregoing, to the extent permitted by Section 409A (oras defined below), in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) a number of Common Shares equal to the number of RSUs that vested on the applicable vesting date. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant because of the failure to Section 2.7(ameet one or more of the conditions set forth in Sections 2.9(a), (b) or (bc) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee Administrator determines that Common Shares can again be issued in accordance with Sections 2.7(a) or 2.9(a), (b) and (c) hereof. In no event will the PSUs be settled in cash. (b) Grantee will The Company or its Affiliates shall be solely responsible for paying entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 10.1 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any applicable withholding taxes arising from the grantsums required by federal, vesting state or settlement of any RSUs and any payment is local tax law to be in a manner satisfactory withheld with respect to the PSUs or the issuance of Shares. In satisfaction of the foregoing requirement with respect to the PSUs or the issuance of Shares, unless otherwise determined by the Company. Notwithstanding the foregoing, the Company will have or its Affiliates shall withhold Shares otherwise issuable in respect of the right PSUs having a fair market value equal to withhold from any amount payable the sums required to Grantee, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any withheld by federal, provincial, state, state and/or local or foreign tax law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or Agreement, the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee the Participant or Granteethe Participant’s legal representative or enter any such Common Shares in book entry form unless and until Grantee the Participant or Granteethe Participant’s legal representative representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee the Participant resulting from the vesting and settlement PSUs or the issuance of RSUs into Common Shares.

Payment after Vesting. (a) As soon as administratively practicable On or before the tenth (10th) day following the vesting later of any RSUs (but in no event later than March 15 of i) the year following Determination Date or (ii) the year in which the RSUs become vested)Vesting Date for each Performance Period, the Company shall deliver to Grantee (orthe Participant that number of Ordinary Shares, if any, issuable in the event respect of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representativesuch Performance Period, as applicable) a number determined in accordance with the Notice of Common Shares equal to the number of RSUs that vested on the applicable vesting dateGrant. Notwithstanding the foregoing, in the event Common Ordinary Shares cannot be issued pursuant because of the failure to meet one or more of the conditions set forth in Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Ordinary Shares shall be issued pursuant to the 3 US-DOCS\99354520.2 preceding sentence as soon as administratively practicable after the Committee Plan Administrator determines that Common Ordinary Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Notice of Grant or this Agreement to the contrary, upon vesting of the PSUs, Ordinary Shares will be issued, if at all, as set forth in this section. In no event will the PSUs be settled in cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require you to pay any sums required by applicable law to be withheld with respect to the right PSUs, the issuance of Ordinary Shares or with respect to withhold from any amount payable other restricted share units, if any, granted to Grantee, either you prior to the Grant Date under the Plan or otherwiseany other Company equity incentive plan (each, a “Prior Award”). Such payment shall be made by using a Sell to Cover. The award agreements covering your Prior Awards (if any) will be deemed amended to the extent necessary to reflect this Section 2.6(b). By accepting this award of PSUs, you agree (with respect to the PSUs and all Prior Awards, if any) to Sell to Cover to satisfy any tax withholding obligations and: (i) You hereby appoint the Agent as your agent and direct the Agent to (1) sell on the open market at the then prevailing market price(s), on your behalf, promptly after the settlement of any PSUs (or vesting of Prior Awards), a number of the Ordinary Shares that are issued in respect of such amount PSUs (or subject to or issued in respect of such Prior Awards) as the Agent determines will generate sufficient proceeds to cover (x) any estimated tax, social insurance, payroll, fringe benefit or similar withholding obligations with respect to such issuance and (y) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto and (2) in the Company’s discretion, apply any remaining funds to your federal tax withholding or remit such remaining funds to you. (ii) You hereby authorize the Company and the Agent to cooperate and communicate with one another to determine the number of Ordinary Shares to be sold pursuant to subsection (i) above. You understand that to protect against declines in the market price of Ordinary Shares, the Agent may determine to sell more than the minimum number of Ordinary Shares needed to generate the required funds. (iii) You understand that the Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will be assigned to your account. In addition, you acknowledge that it may not be possible to sell Ordinary Shares as provided in subsection (i) above due to (1) a legal or contractual restriction applicable to the Agent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the Ordinary Shares may be necessary traded. In the event of the Agent’s inability to enable sell Ordinary Shares, you will continue to be responsible for the timely payment to the Company to comply with the applicable requirements and/or its affiliates of any all federal, provincial, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above. (iv) You acknowledge that, regardless of any other term or foreign lawcondition of this Section 2.6(b), neither the Company nor the Agent will have any liability to you for (1) 4 US-DOCS\99354520.2 special, indirect, punitive, exemplary, or any administrative policy consequential damages, or incidental losses or damages of any applicable tax authoritykind, (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, or (3) any claim relating to the withholding timing of tax any Sell to Cover, the price at which Ordinary Shares are sold in any Sell to Cover, or the timing of the delivery to you of any Ordinary Shares following any Sell to Cover. Regardless of the Company’s or any Subsidiary’s actions in connection with tax withholding pursuant to this Agreement, you acknowledge that the ultimate responsibility for any and all tax-related items imposed on you in connection with any aspect of the PSUs (and any Prior Awards) and any Ordinary Shares issued upon settlement of the PSUs (or subject to or issued in respect of your Prior Awards) is and remains your responsibility and liability. Except as expressly stated herein, neither the Company nor any Subsidiary makes any commitment to structure of the PSUs (or any Prior Award) to reduce or eliminate your liability for tax-related items. (v) You hereby agree to execute and deliver to the Agent any other required deductions (agreements or documents as the “Withholding Obligations”Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.6(b). The Company may require Grantee, as Agent is a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision third-party beneficiary of this Section 2.6(b). (vi) This Section 2.6(b) shall survive termination of this Agreement until all tax withholding obligations arising in connection with this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Acthave been satisfied. The Company shall not be obligated to deliver any new certificate representing Common Ordinary Shares to Grantee or Grantee’s legal representative or enter such Common Shares in book entry form you unless and until Grantee or Grantee’s legal representative shall you have paid or otherwise satisfied in full the amount of all federal, state, provincial local and local foreign taxes applicable required to be withheld in connection with the taxable income of Grantee resulting from the grant, vesting and or settlement of RSUs into Common Sharesthe PSUs.

Payment after Vesting. (a) As soon as administratively practicable On or before the tenth (10th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Share Units pursuant to Section 2.3, 2.4 or 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Ordinary Shares equal to the number of RSUs Restricted Share Units that vested on so vested, unless such Restricted Share Units terminate prior to the applicable given vesting datedate pursuant to Section 2.5. Notwithstanding the foregoing, in the event Common Ordinary Shares cannot be issued pursuant because of the failure to meet one or more of the conditions set forth in Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Ordinary Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee Plan Administrator determines that Common Ordinary Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Notice of Grant or this Agreement to the contrary, upon vesting of the RSUs, Ordinary Shares will be issued as set forth in this section. In no event will the RSUs be settled in cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require you to pay any sums required by applicable law to be withheld with respect to the right RSUs, the issuance of Ordinary Shares or with respect to withhold from any amount payable other restricted share units, if any, granted to Grantee, either you prior to the Grant Date under the Plan or otherwiseany other Company equity incentive plan (each, a “Prior Award”). Such payment shall be made by using a Sell to Cover. The award agreements covering your Prior Awards (if any) will be deemed amended to the extent necessary to reflect this Section 2.6(b). By accepting this award of RSUs, you agree (with respect to the RSUs and all Prior Awards, if any) to Sell to Cover to satisfy any tax withholding obligations and: (i) You hereby appoint the Agent as your agent and direct the Agent to (1) sell on the open market at the then prevailing market price(s), on your behalf, promptly after any RSUs (or Prior Awards) vest, such amount number of the Ordinary Shares that are issued in respect of such RSUs (or subject to or issued in respect of such Prior Awards) as the Agent determines will generate sufficient proceeds to cover (x) any estimated tax, social insurance, payroll, fringe benefit or similar withholding obligations with respect to such vesting and (y) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto and (2) in the Company’s discretion, apply any remaining funds to your federal tax withholding or remit such remaining funds to you. (ii) You hereby authorize the Company and the Agent to cooperate and communicate with one another to determine the number of Ordinary Shares to be sold pursuant to subsection (i) above. You understand that to protect against declines in the market price of Ordinary Shares, the Agent may determine to sell more than the minimum number of Ordinary Shares needed to generate the required funds. (iii) You understand that the Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will be assigned to your account. In addition, you acknowledge that it may not be possible to sell Ordinary Shares as provided in subsection (i) above due to (1) a legal or contractual restriction applicable to the Agent, (2) a market disruption, or (3) rules governing order execution priority on the national exchange where the Ordinary Shares may be necessary traded. In the event of the Agent’s inability to enable sell Ordinary Shares, you will continue to be responsible for the timely payment to the Company to comply with the applicable requirements and/or its affiliates of any all federal, provincial, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above. (iv) You acknowledge that, regardless of any other term or foreign lawcondition of this Section 2.6(b), neither the Company nor the Agent will have any liability to you for (1) special, indirect, punitive, exemplary, or any administrative policy consequential damages, or incidental losses or damages of any applicable tax authoritykind, (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond 3 its reasonable control, or (3) any claim relating to the withholding timing of tax any Sell-to-Cover, the price at which Ordinary Shares are sold in any Sell-to-Cover, or the timing of the delivery to you of any Ordinary Shares following any Sell-to-Cover. Regardless of the Company’s or any Subsidiary’s actions in connection with tax withholding pursuant to this Agreement, you acknowledge that the ultimate responsibility for any and all tax-related items imposed on you in connection with any aspect of the RSUs (and any Prior Awards) and any Ordinary Shares issued upon vesting of the RSUs (or subject to or issued in respect of your Prior Awards) is and remains your responsibility and liability. Except as expressly stated herein, neither the Company nor any Subsidiary makes any commitment to structure of the RSUs (or any Prior Award) to reduce or eliminate your liability for tax-related items. (v) You hereby agree to execute and deliver to the Agent any other required deductions (agreements or documents as the “Withholding Obligations”Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.6(b). The Company may require Grantee, as Agent is a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision third-party beneficiary of this Section 2.6(b). (vi) This Section 2.6(b) shall survive termination of this Agreement until all tax withholding obligations arising in connection with this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Acthave been satisfied. The Company shall not be obligated to deliver any new certificate representing Common Ordinary Shares to Grantee or Grantee’s legal representative or enter such Common Shares in book entry form you unless and until Grantee or Grantee’s legal representative shall you have paid or otherwise satisfied in full the amount of all federal, state, provincial local and local foreign taxes applicable required to be withheld in connection with the taxable income grant or vesting of Grantee resulting from the vesting and settlement of RSUs into Common SharesRSUs.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of shares of Common Shares Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5. Notwithstanding the foregoing, in the event shares of Common Shares Stock cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the shares of Common Shares Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that shares of Common Shares Stock can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Agreement to the contrary, upon vesting of the RSUs, shares of Common Stock will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the right to withhold grant of RSUs or the issuance of shares of Common Stock. Such payment shall be made by deduction from any amount other compensation payable to Grantee, either under the Plan Participant or otherwise, in such amount as may be necessary other form of consideration acceptable to enable the Company to comply with which may, in the applicable requirements sole discretion of any federalthe Company, provincial, state, local include: (1) Cash or foreign law, or any administrative policy check; (2) Surrender of any applicable tax authority, relating to the withholding shares of tax or any other required deductions Common Stock (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee shares of Common Stock otherwise issuable under the RSUs) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (i3) remit the amount of any such Withholding Obligations Other property acceptable to the Company in advance; its sole discretion (ii) reimburse including, without limitation, through the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) delivery of a notice that the Plan, to effect Participant has placed a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to market sell order with a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any shares of Common Stock then issuable under the RSUs, or continue any extension and that the broker has been directed to pay a sufficient portion of credit with respect the net proceeds of the sale to such payment, with a loan from the Company or a loan arranged by the Company in violation satisfaction of Section 13(k) its withholding obligations; provided that payment of such proceeds is then made to the U.S. Exchange ActCompany upon settlement of such sale). The Company shall not be obligated to deliver any new certificate representing shares of Common Shares Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such share of Common Shares Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into or the issuance of shares of Common SharesStock.

Payment after Vesting. (a) As soon as administratively practicable On the thirtieth (30th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 2.4 hereof, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Common Shares shares cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Shares shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, this Agreement or the Grant Notice to the contrary, upon vesting of the RSUs, shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will Notwithstanding anything to the contrary in this Agreement or the Grant Notice, the Company shall be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement entitled to require payment by Participant of any RSUs and any payment is sums required by applicable law to be withheld with respect to the grant or vesting of the RSUs or the issuance of the shares. Such payment shall be made in a the manner satisfactory determined by the Company in its sole discretion, and may be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Grantee, either under the Plan which may include: (i) Cash or otherwise, check; (ii) Surrender of shares held for such amount period of time as may be necessary required by the Administrator in order to enable avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (iii) Other property acceptable to the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions in its sole discretion (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee through the delivery of a notice that Participant has placed a market sell order with a broker with respect to (i) remit shares payable pursuant to the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for at such time as may be required by the Company, but in any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of event not later than the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Actsale). The Company shall not be obligated to deliver any new certificate representing Common Shares shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares shares in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the grant or vesting and settlement of the RSUs into Common Sharesor the issuance of shares pursuant to the RSUs.

Payment after Vesting. (a) As soon as administratively practicable On the tenth (10th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Share Units pursuant to Section 2.3, 2.4 or 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Ordinary Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Share Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Share Units terminate prior to the given vesting date pursuant to Section 2.5. Notwithstanding the foregoing, in the event Common Ordinary Shares cannot be issued pursuant because of the failure to meet one or more of the conditions set forth in Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Ordinary Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee Administrator determines that Common Ordinary Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Agreement to the contrary, upon vesting of the RSUs, Ordinary Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will Notwithstanding anything to the contrary in this Agreement, the Company shall be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement entitled to require payment by Participant of any RSUs and any payment is sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Ordinary Shares. Such payment shall be made in a manner satisfactory such form of consideration as may be acceptable to the Company. Notwithstanding , in its sole discretion, including: (1) Cash or check; (2) With the foregoingconsent of the Company, surrender of Ordinary Shares otherwise issuable under the RSUs and having a aggregate Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by applicable law; (3) Other property acceptable to the Company will have the right to withhold from any amount payable to Grantee, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions in its sole discretion (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to (i) remit Ordinary Shares then issuable under the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net upon settlement of Common Shares under an RSU in an amount required such sale); or (4) By deduction from other compensation payable to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange ActParticipant. The Company shall not be obligated to deliver any new certificate representing Common Ordinary Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares Ordinary Share in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into Common or the issuance of Ordinary Shares.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 3.2 hereof, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of shares of Common Shares Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event shares of Common Shares Stock cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the shares of Common Shares Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that shares of Common Shares Stock can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Agreement to the contrary, upon vesting of the RSUs, shares of Common Stock will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the right to withhold grant of RSUs or the issuance of shares of Common Stock. Such payment shall be made by deduction from any amount other compensation payable to Grantee, either under the Plan Participant or otherwise, in such amount as may be necessary other form of consideration acceptable to enable the Company to comply with which may, in the applicable requirements sole discretion of any federalthe Company, provincial, state, local include: (1) Cash or foreign law, or any administrative policy check; (2) Surrender of any applicable tax authority, relating to the withholding shares of tax or any other required deductions Common Stock (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee shares of Common Stock otherwise issuable under the RSUs) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (i3) remit the amount of any such Withholding Obligations Other property acceptable to the Company in advance; its sole discretion (ii) reimburse including, without limitation, through the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) delivery of a notice that the Plan, to effect Participant has placed a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to market sell order with a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any shares of Common Stock then issuable under the RSUs, or continue any extension and that the broker has been directed to pay a sufficient portion of credit with respect the net proceeds of the sale to such payment, with a loan from the Company or a loan arranged by the Company in violation satisfaction of Section 13(k) its withholding obligations; provided that payment of such proceeds is then made to the U.S. Exchange ActCompany upon settlement of such sale). The Company shall not be obligated to deliver any new certificate representing shares of Common Shares Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such share of Common Shares Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into or the issuance of shares of Common SharesStock.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares shares of Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.4. Notwithstanding the foregoing, in the event Common Shares shares of Stock cannot be issued pursuant to Section 2.7(a), (b) or (bc) hereof, then the Common Shares shares of Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares shares of Stock can again be issued in accordance with Sections 2.7(a) or ), (b) and (c) hereof. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the right to withhold grant of RSUs or the issuance of shares of Stock. Such payment shall be made by deduction from any amount other compensation payable to GranteeParticipant or in such other form of consideration acceptable to the Company which may, either under in the Plan sole discretion of the Company, include: (1) Cash or otherwise, check; (2) Shares of Stock held for such amount period of time as may be necessary to enable required by the Company in order to comply with avoid adverse accounting consequences and having a Fair Market Value on the applicable requirements date of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating delivery equal to the withholding of tax or any other minimum amount required deductions to be withheld by statute; or (the “Withholding Obligations”). The Company may require Grantee, as a condition 3) Other property acceptable to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, in its sole discretion (including, without limitation, requiring Grantee through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to (i) remit shares of Stock then issuable under the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net upon settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Actsale). The Company shall not be obligated to deliver any new certificate representing Common Shares shares of Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares share of Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into Common Sharesor the issuance of shares of Stock.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 above or Section 3.2 below, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.4 above. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a2.8(a) or (b) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a2.8(a) or (b) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Award Agreement to the contrary, upon vesting of the RSUs, Common Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee Notwithstanding anything to the contrary in this Award Agreement, the Participant will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Granteea Participant, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to the Option (the “Withholding Obligations”). The Company may require Granteethe Participant, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee the Participant to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee Participant is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee Participant shall not be permitted to make payment with respect to any RSUsRestricted Stock Units, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into or the issuance of Common Shares.

Payment after Vesting. (a) As soon as administratively practicable following the vesting of any RSUs Earned PSUs (but in no event later than March 15 of the year following the year in which the RSUs Earned PSUs become vested), the Company shall deliver to Grantee (or, in the event of Xxxxxxxthe Grantee’s death or complete disabilityDisability, to the person to whom the Award has passed by will or the laws of descent and distribution or to GranteeXxxxxxx’s legal guardian or representative, as applicable) a number of Common Shares equal to the number of RSUs Earned PSUs that vested on the applicable vesting date. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a) or (b) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a) or (b) hereof. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs PSUs and any payment is to be in a manner satisfactory to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Grantee, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSUa PSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU a PSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUsPSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee or Grantee’s legal representative or enter such Common Shares in book entry form unless and until Grantee or Grantee’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial and local taxes applicable to the taxable income of Grantee resulting from the vesting and settlement of RSUs PSUs into Common Shares.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 above or Section 3.2 below, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.4 above. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a2.8(a) or (b) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a2.8(a) or (b) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Award Agreement to the contrary, upon vesting of the RSUs, Common Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee Notwithstanding anything to the contrary in this Award Agreement, the Participant will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Granteea Participant, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to the Option (the “Withholding Obligations”). The Company may require Granteethe Participant, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee the Participant to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee Participant is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee Participant shall not be permitted to make payment with respect to any RSUsRestricted Stock Units, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into or the issuance of Common Shares.

Payment after Vesting. (a) As soon as administratively practicable following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Share Units pursuant to Section 2.3, 2.4 or 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Ordinary Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Share Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Share Units terminate prior to the given vesting date pursuant to Section 2.5. Notwithstanding the foregoing, in the event Common Ordinary Shares cannot be issued pursuant because of the failure to meet one or more of the conditions set forth in Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Ordinary Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Ordinary Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Award Summary or this Agreement to the contrary, upon vesting of the RSUs, Ordinary Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld as a result of the Tax Obligations with respect to the grant of RSUs or the issuance of Ordinary Shares. Such payment shall be made by using a Sell to Cover. By accepting this award of RSUs, Participant has agreed to Sell to Cover to satisfy any Tax Obligations and Participant hereby acknowledges and agrees: (i) Participant hereby appoints the Agent as the Participant’s agent and directs the Agent to (1) sell on the open market at the then prevailing market price(s), on Participant’s behalf, as soon as practicable on or after the date Ordinary Shares vest, that number (rounded up to the next whole number) of the Ordinary Shares so vesting necessary to generate proceeds to cover (x) any Tax Obligations incurred by the Company with respect to such vesting and (y) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto and (2) in the Company’s discretion, apply any remaining funds to Participant’s federal tax withholding or remit such remaining funds to the Participant. (ii) Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Ordinary Shares that must be sold pursuant to subsection (i) above. (iii) Participant understands that the Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will have be assigned to Participant’s account. In addition, Participant acknowledges that it may not be possible to sell Ordinary Shares as provided by in subsection (i) above due to (1) a legal or contractual restriction applicable to the right to withhold from any amount payable to GranteeAgent, either under (2) a market disruption, or (3) rules governing order execution priority on the Plan or otherwise, such amount as national exchange where the Ordinary Shares may be necessary traded. In the event of the Agent’s inability to enable sell Ordinary Shares, Participant will continue to be responsible for the timely payment to the Company to comply with the applicable requirements and/or its affiliates of any all federal, provincial, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above. (iv) Participant acknowledges that regardless of any other term or foreign lawcondition of this Section 2.6(b), the Agent will not be liable to Participant for (1) special, indirect, punitive, exemplary, or any administrative policy consequential damages, or incidental losses or damages of any applicable tax authoritykind, relating or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. (v) Participant hereby agrees to execute and deliver to the withholding of tax or Agent any other required deductions (agreements or documents as the “Withholding Obligations”Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.6(b). The Company may require Grantee, as Agent is a condition to third-party beneficiary of this Section 2.6(b). (vi) This Section 2.6(b) shall terminate not later than the date on which all Tax Obligations arising in connection with the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange ActRSUs have been satisfied. The Company shall not be obligated to deliver any new certificate representing Common Ordinary Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares Ordinary Share in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial and local taxes Tax Obligations applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into Common or the issuance of Ordinary Shares.

Payment after Vesting. (a) As soon as administratively practicable practicable, and, in any event, within sixty (60) days, following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of shares of Common Shares Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5. Notwithstanding the foregoing, in the event shares of Common Shares Stock cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the shares of Common Shares Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that shares of Common Shares Stock can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Grant Notice or this Agreement to the contrary, upon vesting of the RSUs, shares of Common Stock will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the right to withhold grant of RSUs or the issuance of shares of Common Stock. Such payment shall be made by deduction from any amount other compensation payable to Grantee, either under the Plan Participant or otherwise, in such amount as may be necessary other form of consideration acceptable to enable the Company to comply with which may, in the applicable requirements sole discretion of any federalthe Company, provincial, state, local include: (1) Cash or foreign law, or any administrative policy check; (2) Surrender of any applicable tax authority, relating to the withholding shares of tax or any other required deductions Common Stock (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee shares of Common Stock otherwise issuable under the RSUs) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (i3) remit the amount of any such Withholding Obligations Other property acceptable to the Company in advance; its sole discretion (ii) reimburse including, without limitation, through the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) delivery of a notice that the Plan, to effect Participant has placed a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to market sell order with a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any shares of Common Stock then issuable under the RSUs, or continue any extension and that the broker has been directed to pay a sufficient portion of credit with respect the net proceeds of the sale to such payment, with a loan from the Company or a loan arranged by the Company in violation satisfaction of Section 13(kits withholding obligations; provided that payment of such proceeds is then made to the Company upon settlement of such sale). (c) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing shares of Common Shares Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such share of Common Shares Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting grant of the RSUs or the issuance of shares of Common Stock. Participant hereby acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Liabilities (a “Tax Liability” being any liability for income tax, withholding tax and settlement any other employment related taxes or social security contributions in any jurisdiction) in connection with any aspect of RSUs into Common Sharesthe Award; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of any Award to reduce or eliminate the participant’s liability for Tax Liabilities or achieve any particular tax result. Furthermore, if the participant becomes subject to tax in more than one jurisdiction between the date of grant of an Award and the date of any relevant taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax Liabilities in more than one jurisdiction.

Payment after Vesting. (a) As soon as administratively practicable On the tenth (10th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Share Units pursuant to Section 2.3, 2.4 or 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Ordinary Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Share Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Share Units terminate prior to the given vesting date pursuant to Section 2.5. Notwithstanding the foregoing, in the event Common Ordinary Shares cannot be issued pursuant because of the failure to meet one or more of the conditions set forth in Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Ordinary Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee Administrator determines that Common Ordinary Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Award Summary or this Agreement to the contrary, upon vesting of the RSUs, Ordinary Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Ordinary Shares. Such payment shall be made by using a Sell to Cover. By accepting this award of RSUs, Participant has agreed to Sell to Cover to satisfy any tax withholding obligations and Participant hereby acknowledges and agrees: (i) Participant hereby appoints the Agent as the Participant’s agent and directs the Agent to (1) sell on the open market at the then prevailing market price(s), on Participant’s behalf, as soon as practicable on or after the date Ordinary Shares vest, that number (rounded up to the next whole number) of the Ordinary Shares so vesting necessary to generate proceeds to cover (x) any tax withholding obligations incurred by the Company with respect to such vesting and (y) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto and (2) in the Company’s discretion, apply any remaining funds to Participant’s federal tax withholding or remit such remaining funds to the Participant. 3 (ii) Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Ordinary Shares that must be sold pursuant to subsection (i) above. (iii) Participant understands that the Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will have be assigned to Participant’s account. In addition, Participant acknowledges that it may not be possible to sell Ordinary Shares as provided by in subsection (i) above due to (1) a legal or contractual restriction applicable to the right to withhold from any amount payable to GranteeAgent, either under (2) a market disruption, or (3) rules governing order execution priority on the Plan or otherwise, such amount as national exchange where the Ordinary Shares may be necessary traded. In the event of the Agent’s inability to enable sell Ordinary Shares, Participant will continue to be responsible for the timely payment to the Company to comply with the applicable requirements and/or its affiliates of any all federal, provincial, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above. (iv) Participant acknowledges that regardless of any other term or foreign lawcondition of this Section 2.6(b), the Agent will not be liable to Participant for (1) special, indirect, punitive, exemplary, or any administrative policy consequential damages, or incidental losses or damages of any applicable tax authoritykind, relating or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. (v) Participant hereby agrees to execute and deliver to the withholding of tax or Agent any other required deductions (agreements or documents as the “Withholding Obligations”Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.6(b). The Company may require Grantee, as Agent is a condition to third-party beneficiary of this Section 2.6(b). (vi) This Section 2.6(b) shall terminate not later than the date on which all tax withholding obligations arising in connection with the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange ActRSUs have been satisfied. The Company shall not be obligated to deliver any new certificate representing Common Ordinary Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares Ordinary Share in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into Common or the issuance of Ordinary Shares.

Payment after Vesting. (a) As soon as administratively practicable following the vesting of any RSUs Restricted Stock Units pursuant to Section 2.3 or Section 2.4 hereof (but in no event later than March 15 30 days after the date of the year following the year in which the RSUs become vestedsuch vesting), the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, this Agreement or the Grant Notice to the contrary, upon vesting of the RSUs, Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will Notwithstanding anything to the contrary in this Agreement or the Grant Notice, the Company shall be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement entitled to require payment by Participant of any RSUs and any payment is sums required by applicable law to be withheld with respect to the grant or vesting of the RSUs or the issuance of the Shares. Such payment shall be made in a the manner satisfactory determined by the Company in its sole discretion, and may be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Grantee, either under the Plan which may include: (i) Cash or otherwise, check; (ii) Surrender of Shares held for such amount period of time as may be necessary required by the Administrator in order to enable avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (iii) Other property acceptable to the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions in its sole discretion (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee through the delivery of a notice that Participant has placed a market sell order with a broker with respect to (i) remit Shares payable pursuant to the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for at such time as may be required by the Company, but in any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of event not later than the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Actsale). The Company shall not be obligated to deliver any new certificate representing Common Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the grant or vesting and settlement of the RSUs into Common Sharesor the issuance of Shares pursuant to the RSUs.

Payment after Vesting. (a) As soon as administratively practicable On the tenth (10th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Share Units pursuant to Section 2.3, 2.4 or 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Ordinary Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Share Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Share Units terminate prior to the given vesting date pursuant to Section 2.5. Notwithstanding the foregoing, in the event Common Ordinary Shares cannot be issued pursuant because of the failure to meet one or more of the conditions set forth in Section 2.7(a2.8(a), (b) or (bc) hereof, then the Common Ordinary Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee Administrator determines that Common Ordinary Shares can again be issued in accordance with Sections 2.7(a) or 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan, the Award Summary or this Agreement to the contrary, upon vesting of the RSUs, Ordinary Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Ordinary Shares. Such payment shall be made by using a Sell to Cover. By accepting this award of RSUs, Participant has agreed to Sell to Cover to satisfy any tax withholding obligations and Participant hereby acknowledges and agrees: (i) Participant hereby appoints the Agent as the Participant’s agent and directs the Agent to (1) sell on the open market at the then prevailing market price(s), on Participant’s behalf, as soon as practicable on or after the date Ordinary Shares vest, that number (rounded up to the next whole number) of the Ordinary Shares so vesting necessary to generate proceeds to cover (x) any tax withholding obligations incurred by the Company with respect to such vesting and (y) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto and (2) in the Company’s discretion, apply any remaining funds to Participant’s federal tax withholding or remit such remaining funds to the Participant. (ii) Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Ordinary Shares that must be sold pursuant to subsection (i) above. (iii) Participant understands that the Agent may effect sales as provided in subsection (i) above in one or more sales and that the average price for executions resulting from bunched orders will have be assigned to Participant’s account. In addition, Participant acknowledges that it may not be possible to sell Ordinary Shares as provided by in subsection (i) above due to (1) a legal or contractual restriction applicable to the right to withhold from any amount payable to GranteeAgent, either under (2) a market disruption, or (3) rules governing order execution priority on the Plan or otherwise, such amount as national exchange where the Ordinary Shares may be necessary traded. In the event of the Agent’s inability to enable sell Ordinary Shares, Participant will continue to be responsible for the timely payment to the Company to comply with the applicable requirements and/or its affiliates of any all federal, provincial, state, local and foreign taxes that are required by applicable laws and regulations to be withheld, including but not limited to those amounts specified in subsection (i) above. (iv) Participant acknowledges that regardless of any other term or foreign lawcondition of this Section 2.6(b), the Agent will not be liable to Participant for (1) special, indirect, punitive, exemplary, or any administrative policy consequential damages, or incidental losses or damages of any applicable tax authoritykind, relating or (2) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. (v) Participant hereby agrees to execute and deliver to the withholding of tax or Agent any other required deductions (agreements or documents as the “Withholding Obligations”Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 2.6(b). The Company may require Grantee, as Agent is a condition to third-party beneficiary of this Section 2.6(b). (vi) This Section 2.6(b) shall terminate not later than the date on which all tax withholding obligations arising in connection with the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange ActRSUs have been satisfied. The Company shall not be obligated to deliver any new certificate representing Common Ordinary Shares to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares Ordinary Share in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into Common or the issuance of Ordinary Shares.

Payment after Vesting. (a) As soon as administratively practicable On the thirtieth (30th) day following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 2.4 hereof, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date. Notwithstanding the foregoing, in the event Common Shares cannot be issued pursuant to Section 2.7(a), (b) or (bc) hereof, then the Common Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares can again be issued in accordance with Sections 2.7(a) or ), (b) and (c) hereof. Notwithstanding any discretion in the Plan, this Agreement or the Grant Notice to the contrary, upon vesting of the RSUs, Shares will be issued as set forth in this section. In no event will the RSUs be paid to Participant in the form of cash. (b) Grantee will Participant shall be solely responsible and liable for paying the satisfaction of all federal, state and local taxes that may be imposed on or for the account of Participant in connection with the RSUs or this Agreement, and none of the Company nor any applicable withholding taxes arising of its Affiliates shall have any obligation to indemnify or otherwise hold Participant (or any beneficiary) harmless from any or all of such taxes. (c) If applicable, then notwithstanding anything to the grantcontrary in this Agreement or the Grant Notice, vesting or settlement the Company shall be entitled to require payment by Participant of any RSUs and any payment is sums required by applicable law to be withheld with respect to the grant or vesting of the RSUs or the issuance of the shares of Common Stock. Such payment shall be made in a the manner satisfactory determined by the Company in its sole discretion, and may be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company. Notwithstanding the foregoing, the Company will have the right to withhold from any amount payable to Grantee, either under the Plan which may include: (i) Cash or otherwise, check; (ii) Surrender of shares of Common Stock held for such amount period of time as may be necessary required by the Administrator in order to enable avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or (iii) Other property acceptable to the Company to comply with the applicable requirements of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions in its sole discretion (the “Withholding Obligations”). The Company may require Grantee, as a condition to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring Grantee through the delivery of a notice that Participant has placed a market sell order with a broker with respect to (i) remit shares of Common Stock payable pursuant to the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for at such time as may be required by the Company, but in any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of event not later than the Plan, to effect a net settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of sale). If applicable, the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Act. The Company shall not be obligated to deliver any new certificate representing shares of Common Shares Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such shares of Common Shares Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the grant or vesting and settlement of the RSUs into or the issuance of shares of Common SharesStock pursuant to the RSUs.

Payment after Vesting. (a) As soon as administratively practicable following the vesting of any RSUs (but in no event later than March 15 of the year following the year in which the RSUs become vested)Restricted Stock Units pursuant to Section 2.3 or Section 3.2, the Company shall deliver to Grantee (or, in the event of Xxxxxxx’s death or complete disability, to the person to whom the Award has passed by will or the laws of descent and distribution or to Grantee’s legal guardian or representative, as applicable) Participant a number of Common Shares shares of Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs Restricted Stock Units subject to this award that vested vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.4. Notwithstanding the foregoing, in the event Common Shares shares of Stock cannot be issued pursuant to Section 2.7(a), (b) or (bc) hereof, then the Common Shares shares of Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Common Shares shares of Stock can again be issued in accordance with Sections 2.7(a) or ), (b) and (c) hereof. (b) Grantee will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting or settlement of any RSUs and any payment is to be in a manner satisfactory Notwithstanding anything to the Company. Notwithstanding the foregoingcontrary in this Agreement, the Company will have shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the right to withhold grant of RSUs or the issuance of shares of Stock. Such payment shall be made by deduction from any amount other compensation payable to GranteeParticipant or in such other form of consideration acceptable to the Company which may, either under in the Plan sole discretion of the Administrator, include: (1) Cash or otherwise, check; (2) Shares of Stock held for such amount period of time as may be necessary required by the Committee in order to enable avoid adverse accounting consequences and having a Fair Market Value on the Company to comply with the applicable requirements date of any federal, provincial, state, local or foreign law, or any administrative policy of any applicable tax authority, relating delivery equal to the withholding of tax or any other minimum amount required deductions to be withheld by statute; or (the “Withholding Obligations”). The Company may require Grantee, as a condition 3) Other property acceptable to the vesting or settlement of an RSU, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, Committee (including, without limitation, requiring Grantee through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to (i) remit shares of Stock then issuable under the amount RSUs, and that the broker has been directed to pay a sufficient portion of any such Withholding Obligations the net proceeds of the sale to the Company in advancesatisfaction of its withholding obligations; (ii) reimburse provided that payment of such proceeds is then made to the Company for any such Withholding Obligations; (iii) deliver written instructions contemplated in Section 13.1(c) of the Plan, to effect a net upon settlement of Common Shares under an RSU in an amount required to satisfy any such Withholding Obligations; or (iv) pursuant to a transaction as contemplated in Section 13.1(b) of the Plan, cause such broker to withhold from the proceeds realized from such transaction the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if Grantee is an “executive officer” of the Company within the meaning of Section 13(k) of the U.S. Exchange Act, Grantee shall not be permitted to make payment with respect to any RSUs, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the U.S. Exchange Actsale). The Company shall not be obligated to deliver any new certificate representing Common Shares shares of Stock to Grantee Participant or GranteeParticipant’s legal representative or enter such Common Shares share of Stock in book entry form unless and until Grantee Participant or GranteeParticipant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, provincial state and local taxes applicable to the taxable income of Grantee Participant resulting from the vesting and settlement grant of the RSUs into Common Sharesor the issuance of shares of Stock.