Common use of Payment of Withholding Taxes Clause in Contracts

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

Payment of Withholding Taxes. The following provision supplements Employee acknowledges that, regardless of any action taken by the section of Company or Related Companies or, if different, Employee’s employer (the Agreement titled “Payment of Withholding TaxesEmployer”: Without limitation to ) the section of the Agreement titled ‘Payment of Withholding Taxes’, Participant agrees that Participant is liable ultimate liability for all income tax and employee national insurance contributions tax, social insurance, payroll tax, fringe benefits tax, payment on account or other social contributions tax-related items related to Employee’s participation in the Plan and legally applicable to Employee or withholding taxes deemed by the Company, Related Company or the Employer in its discretion to be an appropriate charge to Employee even if legally applicable to the Company, Related Company or the Employer (“Tax-Related Items”) ), is and hereby covenants to pay all such Tax-Related Items, as remains Employee’s responsibility and when requested may exceed the amount actually withheld by the CorporationCompany, Related Company or the Employer. Employee further acknowledges and agrees that the Company or Related Company and/or the Employer or may, if it so determines, offset any Employer tax liabilities deemed applicable to Employee by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority)reducing the shares of Jacobs Common Stock otherwise deliverable to Employee pursuant to this Agreement. Participant also agrees to indemnify and keep indemnified Employee further acknowledges that the Corporation and Company, Related Company and/or the Employer against (1) make no representations or undertakings regarding the treatment of any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or in connection with any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is a director or executive officer (as within the meaning of Section 13(k) aspect of the U.S. Securities Exchange Act Restricted Stock Units including, but not limited to, the grant, vesting or settlement of 1934the Restricted Stock Units, as amended), the subsequent sale of shares of Jacobs Common Stock acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the immediately foregoing provision will not applyAward or any aspect of the Restricted Stock Units to reduce or eliminate Employee’s liability for Tax-Related Items or achieve any particular tax result. In Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the event Award Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that Participant is a director the Company, Related Company and/or the Employer (or executive officer and income tax due is not collected from former employer, as applicable) may be required to withhold or paid by Participant within 90 days after the U.K. tax year account for Tax-Related Items in which an event giving rise more than one jurisdiction. The Company may refuse to issue or deliver any shares of Jacobs Common Stock to the indemnification described above occurs, Employee until the obligation for any Tax-Related Items due in connection with the Award has been satisfied. Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be delivered to Employee upon settlement of the Award a number of shares having a total Fair Market Value that exceeds the amount of any uncollected tax may constitute a benefit to Participant on which additional income tax and national insurance contributions may be payable. Participant acknowledges that Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under withholding taxes as determined by the self-assessment regime and for reimbursing Company at the Corporation or time the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Corporation and/or the Employer may recover from Participant at any time thereafter by any of the means referred to in section of the Agreement titled “Payment of Withholding Taxes”Award vests.

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

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

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

Payment of Withholding Taxes. The following provision supplements Employee acknowledges that, regardless of any action taken by the section of Company or Related Companies or, if different, Employee’s employer (the Agreement titled “Payment of Withholding TaxesEmployer”: Without limitation to ) the section of the Agreement titled ‘Payment of Withholding Taxes’, Participant agrees that Participant is liable ultimate liability for all income tax and employee national insurance contributions tax, social insurance, payroll tax, fringe benefits tax, payment on account or other social contributions tax-related items related to Employee’s participation in the Plan and legally applicable to Employee or withholding taxes deemed by the Company, Related Company or the Employer in its discretion to be an appropriate charge to Employee even if legally applicable to the Company, Related Company or the Employer (“Tax-Related Items”) ), is and hereby covenants to pay all such Tax-Related Items, as remains Employee’s responsibility and when requested may exceed the amount actually withheld by the CorporationCompany, Related Company or the Employer. Employee further acknowledges and agrees that the Company or Related Company and/or the Employer or may, if it so determines, offset any Employer tax liabilities deemed applicable to Employee by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority)reducing the shares of Jacobs Common Stock otherwise deliverable to Employee pursuant to this Agreement. Participant also agrees to indemnify and keep indemnified Employee further acknowledges that the Corporation and Company, Related Company and/or the Employer against (1) make no representations or undertakings regarding the treatment of any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or in connection with any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is a director or executive officer (as within the meaning of Section 13(k) aspect of the U.S. Securities Exchange Act Restricted Stock Units including, but not limited to, the grant, vesting or settlement of 1934the Restricted Stock Units, as amended), the subsequent sale of shares of Jacobs Common Stock acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the immediately foregoing provision will not applyAward or any aspect of the Restricted Stock Units to reduce or eliminate Employee’s liability for Tax-Related Items or achieve any particular tax result. In Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the event Award Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that Participant is the Company, Related Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to issue or deliver any shares of Jacobs Common Stock to Employee until the obligation for any Tax-Related Items due in connection with the Award has been satisfied. Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be delivered to Employee upon settlement of the Award a director or executive officer and income tax due is not collected from or paid by Participant within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, number of shares having a total Fair Market Value that exceeds the amount of any uncollected tax may constitute a benefit to Participant on which additional income tax and national insurance contributions may be payable. Participant acknowledges that Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under withholding taxes as determined by the self-assessment regime and for reimbursing Company at the Corporation or time the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Corporation and/or the Employer may recover from Participant at any time thereafter by any of the means referred to in section of the Agreement titled “Payment of Withholding Taxes”Award vests.

Payment of Withholding Taxes. The following provision supplements Concurrently with the section payment of the Agreement titled “Payment of Withholding Taxes”: Without limitation exercise price pursuant to Paragraph 1 hereof, Awardee is required to arrange for the section satisfaction of the Agreement titled ‘Payment of Withholding Taxes’, Participant agrees that Participant is liable for all income tax and employee national insurance contributions or other social contributions or withholding taxes (“Tax-Related Items”) and hereby covenants to pay all such Tax-Related Items, as and when requested by the Corporation, the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Corporation and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that Participant is a director or executive officer and income tax due is not collected from or paid by Participant within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the minimum amount of any uncollected domestic or foreign tax may constitute withholding obligation, whether national, federal, state or local, including any employment tax obligation (the “Tax Withholding Obligation”) in a benefit manner acceptable to Participant on which additional income tax and national insurance contributions may be payablethe Company, including withholding such amounts in cash from the Awardee’s wages or other payments due to the Awardee at any time, or, in lieu thereof, to retain, or sell without notice, a number of Shares sufficient to cover the Tax Withholding Obligation. Participant acknowledges that Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Corporation or the Employer (as applicable) for the The value of any employee national insurance contributions due Shares retained for such purposes shall be based on this additional benefitthe Fair Market Value, which as the Corporation term is defined in the Plan, of the Shares on the date of exercise of the Option. To the extent that the Company or its Affiliate withholds any amounts in Shares to cover the Tax Withholding Obligation, it will do so at the minimum statutory rate. Should the Company or the Affiliate withhold any amounts in cash or retains any Shares in excess of Awardee’s actual Tax Withholding Obligation, the Company and/or Awardee’s employer will refund the excess amount to the Awardee, with any fractional Share being repaid in cash, within a reasonable period and without any interest. The Awardee authorizes the Company or the Affiliate, or their agents (including, without limitations, any broker or bank) to withhold cash or Shares as appropriate. Awardee agrees to pay the Company and/or the Employer may recover from Participant at Affiliate employing Awardee any time thereafter amount of the Tax Withholding Obligation that is not satisfied by the means described herein. If any of the means referred foregoing methods of collection are not allowed under Applicable Law or if Awardee fails to comply with his or her obligations in section connection with the Tax Withholding Obligation as described in this section, the Company may refuse to honor the exercise and refuse to deliver the Shares. Awardee is liable and responsible for all taxes and social security owed in connection with the Option, regardless of any action the Company takes with respect to any Tax Withholding Obligations that arise in connection with the Option. The Company does not make any representation or undertaking regarding the tax and social security treatment or the treatment of any withholding in connection with the exercise of the Agreement titled “Payment Option. The Company does not commit and is under no obligation to structure the Option or the exercise of Withholding Taxes”the Option to reduce or eliminate Awardee’s tax liability.

Payment of Withholding Taxes. The following provision supplements Participant acknowledges that, regardless of any action taken by the section Corporation or, if different, the Affiliate of the Agreement titled Corporation that employs Participant (the “Payment of Withholding TaxesEmployer”: Without limitation to ), the section of the Agreement titled ‘Payment of Withholding Taxes’, Participant agrees that Participant is liable ultimate liability for all income tax and employee national insurance contributions tax, social contributions, payroll tax, fringe benefits tax, payment on account or other social contributions tax-related items related to Participant’s participation in the Plan and legally applicable to Participant or withholding taxes deemed by the Corporation or the Employer in their discretion to be an appropriate charge to Participant even if legally applicable to the Corporation or the Employer (“Tax-Related Items”) ), is and hereby covenants to pay all such Tax-Related Items, as remains Participant’s responsibility and when requested may exceed the amount actually withheld by the CorporationCorporation or the Employer, if any. Participant further acknowledges that the Corporation and/or the Employer (a) make no representations or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified undertakings regarding the Corporation and the Employer against treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement; and (b) do not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that they are the Corporation and/or the Employer (or former employer, as applicable) may be required to pay or withhold or have paid account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or will pay on tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Corporation and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Corporation, or its respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant’s behalf wages or other cash compensation paid to HMRC Participant by the Corporation and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Restricted Stock Units or any other tax authority awards granted to Participant or any other relevant authority)(iii) permitting Participant to tender to the Corporation or to the Employer cash or, if allowed by the Committee, shares of Stock to the Corporation. Notwithstanding the foregoing, if Participant is a director or executive officer (as within the meaning of subject to Section 13(k) 16 of the U.S. Securities Exchange Act of 1934, as amended)pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied by having the Corporation withhold from the shares of Stock to be delivered upon settlement of the Restricted Stock Units. Depending on the withholding method, the terms Corporation may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Corporation in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon settlement of the immediately foregoing provision will not apply. In the event that Restricted Stock Units, for tax purposes, Participant is a director or executive officer and income tax due is not collected from or paid by Participant within 90 days after deemed to have been issued the U.K. tax year in which an event giving rise full number of shares of Stock subject to the indemnification described above occursRestricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the amount purpose of any uncollected tax may constitute a benefit to Participant on which additional income tax and national insurance contributions may be payablepaying the Tax-Related Items. Participant acknowledges will have no further rights with respect to any shares of Stock that are retained by the Corporation pursuant to this provision. Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly agrees to HMRC under the self-assessment regime and for reimbursing pay to the Corporation or the Employer (as applicable) for the value any amount of any employee national insurance contributions due on this additional benefit, which Tax-Related Items that the Corporation and/or or the Employer may recover from Participant at any time thereafter be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by any of the means referred previously described. The Corporation may refuse to issue or deliver shares of Stock or proceeds from the sale of shares of Stock until arrangements satisfactory to the Corporation have been made in section of connection with the Agreement titled “Payment of Withholding Taxes”Tax-Related Items.

Payment of Withholding Taxes. The following provision supplements the section Section 8 of the Agreement titled “Payment of Withholding Taxes”Agreement: Without limitation to the section If payment or withholding of the Agreement titled ‘Payment income tax due is not made within 90 days after the end of Withholding Taxes’the U.K. tax year in which the relevant taxable or tax withholding event occurs, Participant agrees that or such other period as specified under U.K. law (the “Due Date”), and assuming Participant is liable for all income tax and employee national insurance contributions or other social contributions or withholding taxes (“Tax-Related Items”) and hereby covenants to pay all such Tax-Related Items, as and when requested by the Corporation, the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Corporation and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is not a director or executive officer of the Corporation (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), Participant agrees that the terms amount of any uncollected tax shall constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”) and it will be immediately due and repayable, and the Corporation and/or the Employer may recover it at any time thereafter by any of the immediately foregoing provision will not applymeans referred to in Section 8 of the Agreement. In the event that If Participant is a director or executive officer of the Corporation and income the amount necessary to satisfy applicable tax due obligations is not collected from or paid by Participant within 90 days after by the U.K. tax year in which an event giving rise to the indemnification described above occursDue Date, the amount of any uncollected income tax may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant acknowledges understands that Participant ultimately he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime regime, and for reimbursing the Corporation or the Employer (as applicableappropriate) for the value of any employee national insurance contributions NICs due on this additional benefit, which the Corporation and/or or the Employer may recover from Participant at any time thereafter by any of the means referred to in section Section 8 of the Agreement titled “Payment of Withholding Taxes”Agreement.

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

Payment of Withholding Taxes. The following provision supplements the section Section 8 of the Agreement titled “Payment of Withholding Taxes”Agreement: Without limitation to the section If payment or withholding of the Agreement titled ‘Payment income tax due is not made within 90 days after the end of Withholding Taxes’the U.K. tax year in which the relevant taxable or tax withholding event occurs, Participant agrees that or such other period as specified under U.K. law (the “Due Date”), and assuming Participant is liable for all income tax and employee national insurance contributions or other social contributions or withholding taxes (“Tax-Related Items”) and hereby covenants to pay all such Tax-Related Items, as and when requested by the Corporation, the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Corporation and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is not a director or executive officer of the Corporation (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), Participant agrees that the terms amount of any uncollected tax shall constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”) and it will be immediately due and repayable, and the Corporation and/or the Employer may recover it at any time thereafter by any of the immediately foregoing provision will not applymeans referred to in Section 8 of the Agreement. In the event that If Participant is a director or executive officer of the Corporation and income the amount necessary to satisfy applicable tax due obligations is not collected from or paid by Participant within 90 days after by the U.K. tax year in which an event giving rise to the indemnification described above occursDue Date, the amount of any uncollected income tax may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant acknowledges understands that Participant ultimately he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime regime, and for reimbursing the Corporation or the Employer (as applicableappropriate) for the value of any employee national insurance contributions NICs due on this additional benefit, which the Corporation and/or or the Employer may recover from Participant at any time thereafter by any of the means referred to in section Section 8 of the Agreement titled “Payment of Withholding Taxes”.Agreement. EXHIBIT 10.34

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

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