Common use of Responsibility for Taxes & Withholding Clause in Contracts

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock Shares acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock Shares acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); oror ​ (iii) withholding in Stock Shares to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended1934 Act, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Tax- Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Tax- Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock Shares attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. ​ The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Tax- Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock Shares transferred in satisfaction thereof are the Optionee’s sole responsibility.. ​

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any of its Affiliates takes with respect to any or or, if different, the Holder’s employer (the “Employer”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their 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 the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iii) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (i)-(iii) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionPSUs, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionPSUs, the transfer issuance of Stock upon exercise settlement of the Stock OptionPSUs, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Stock Option PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Stock Option PSUs provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the Stock Option at exercisevested PSUs, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock OptionPSUs, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Stock Option PSUs and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insuranceinsurance or social security, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or Company, any of its AffiliatesSubsidiaries or any other entity which is a Related Entity, if any. The Optionee Participant further acknowledges that the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionPerformance Share Units, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionPerformance Share Units, the transfer issuance of Stock Shares upon exercise settlement of the Stock OptionPerformance Share Units, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Participant agrees as a condition of his or her participation in the Plan to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (including the employer) to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesCompany, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company, or if different, the employer, at their discretion, to satisfy permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesCompany, or if different, the employer; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise settlement of the Stock Option Performance Share Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of . Notwithstanding the Stock Option providedabove, however, that if the Optionee Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (ia) and (iib) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arises as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exercisevested Performance Share Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Company, or if different, the employer, any amount of Tax-Related Items that the Company and/or its Affiliates Company, or if different, the employer, may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock OptionPerformance Share Units, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Company, or if different, the employer as set forth herein, including the withholding of Stock Shares and the withholding from the OptioneeParticipant’s wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Stock Option Performance Share Units and any Stock transferred Shares delivered in satisfaction thereof are the OptioneeParticipant’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insuranceinsurance or social security, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or Company, any of its AffiliatesSubsidiaries or any other entity which is a Related Entity, if any. The Optionee Participant further acknowledges that the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionOptions, including, but not limited to, the grant, vesting or exercise of the Stock OptionOptions, the transfer issuance of Stock Shares upon exercise of the Stock OptionOptions, the subsequent sale of Stock Shares acquired pursuant to such transfer exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or the Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Participant agrees as a condition of his or her participation in the Plan to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (including the employer) to enable it to satisfy all withholding, payment and/or collection requirements associated with the satisfaction of the Tax-Related Items. In this regard, the Optionee authorizes The withholding obligation shall be satisfied in a manner acceptable to the Company and/or in its Affiliates, or their respective agents, at their discretion, to satisfy sole discretion and may include the obligations with regard to all Tax-Related Items by one or a combination of the followingfollowing methods: (ia) by surrender to the Company by attestation to the ownership of Shares already owned that would satisfy the withholding amount, or by having the Company retain a portion of the Shares otherwise issuable upon exercise of the Option, or (b) by the Company, or if different, the employer withholding all applicable amounts from the OptioneeParticipant’s wages/salary wages or other cash compensation paid due to the Optionee by Participant, in accordance with any requirements under the Company and/or its Affiliates; laws, rules, and regulations of the country of which the Participant is a resident (“Local Law”), or (iic) withholding from proceeds by delivery of the Stock acquired upon exercise of the Stock Option either through a voluntary sale conversion notice or through a mandatory sale arranged by other conversion instructions acceptable to the Company (on Optionee's behalf pursuant irrevocably electing to this authorization); or (iii) withholding in Stock convert a sufficient number of Shares received under the Option into Conversion Shares together with delivery of irrevocable instructions to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of broker or other agent acceptable to the Company to promptly sell the Conversion Shares received under the U.S. Securities Option and Exchange Act of 1934, as amended, then to deliver to the Company will withhold in shares the appropriate amount of Stock upon proceeds to satisfy the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboverequirements. To avoid negative accounting treatment, the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If rates (but not in excess of the obligation for Tax-Related Items is satisfied by withholding in Stock, maximum amount permitted for tax purposeswithholding under applicable law). Furthermore, the Optionee is deemed Participant agrees to have been transferred pay the full number of shares of Stock attributable to Company, or if different, the Stock Option at exerciseemployer, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates Company, or if different, the employer may be required to withhold withhold, collect or account for pay as a result of the OptioneeParticipant’s participation in the Plan or that will cannot for any reason be satisfied by deduction from the means previously describedParticipant’s wages or other cash compensation paid to the Participant by the Company, or if different, the employer or sale of the Shares acquired under the Plan. The Company Participant acknowledges that he or she may refuse to transfer not participate in the Stock or Plan unless the proceeds tax withholding, payment and/or collection obligations of the sale Company, any of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-its Subsidiaries or any other entity which is a Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof Entity are the Optionee’s sole responsibilitysatisfied.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any of its Affiliates takes with respect to any or or, if different, the Holder’s employer (the “Employer”) the ultimate liability for all income tax, social insurance, national insurance contributions (“NICs”) payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their 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) a. withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (ii) b. withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iii) c. withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant If payment or withholding of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by is not made within ninety (90) days of the Company and/or its Affiliates as set forth herein, including end of the withholding of Stock and tax year in which the withholding from the Optionee’s wages/salary or other amounts payable event giving rise to the Optionee. All other Tax-Related Items related occurs (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000, the amount of any uncollected income tax will constitute a loan owed by the Holder to the Stock Option Employer, effective on the Due Date. The Holder agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company, the Employer and/or its Affiliates may recover it at any Stock transferred in satisfaction thereof time thereafter by any of the means referred to above. Notwithstanding the foregoing, if the Holder is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Holder will not be eligible for such a loan to cover the income taxes. In the event that the Holder is a director or executive officer and the income taxes are not collected from or paid by the Optionee’s sole responsibilityHolder by the Due Date, the amount of any uncollected income taxes may constitute a benefit to the Holder on which additional income tax and NICs (including Secondary NICs, as defined below) will be payable. The Holder understands that he or she will be responsible for reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer for the employee NICs due on this additional benefit.

Responsibility for Taxes & Withholding. Regardless of any action the Company or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insuranceinsurance or social security, payroll tax, payment on account or other tax-related items related to the Optionee’s Participant's participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s Participant's responsibility and may exceed the amount actually withheld by the Company or Company, any of its AffiliatesSubsidiaries or any other entity which is a Related Entity, if any. The Optionee Participant further acknowledges that the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or the Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Participant agrees as a condition of his or her participation in the Plan to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (including the employer) to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesCompany, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Restricted Stock Units, unless the Company, or if different, the employer, at their discretion, to satisfy permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the Optionee’s Participant's wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesCompany, or if different, the employer; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on OptioneeParticipant's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of . Notwithstanding the Stock Option providedabove, however, that if the Optionee Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (ia) and (iib) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arises as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s Participant's participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Company, or if different, the Employer, any amount of Tax-Related Items that the Company and/or its Affiliates Company, or if different, the Employer, may be required to withhold or account for as a result of the Optionee’s Participant's participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the Optionee’s Participant's obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Company, or if different, the Employer as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s Participant's wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the Optionee’s Participant's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insuranceinsurance or social security, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or Company, any of its AffiliatesSubsidiaries or any other entity which is a Related Entity, if any. The Optionee Participant further acknowledges that the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or the Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Participant agrees as a condition of his or her participation in the Plan to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (including the employer) to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesCompany, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Restricted Stock Units, unless the Company, or if different, the employer, at their discretion, to satisfy permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesCompany, or if different, the employer; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of . Notwithstanding the Stock Option providedabove, however, that if the Optionee Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (ia) and (iib) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arises as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Company, or if different, the Employer, any amount of Tax-Related Items that the Company and/or its Affiliates Company, or if different, the Employer, may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Company, or if different, the Employer as set forth herein, including the withholding of Stock Shares and the withholding from the OptioneeParticipant’s wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the OptioneeParticipant’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesSubsidiaries. The Optionee Participant further acknowledges that the Company and/or its Affiliates Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionRestricted Stock, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionRestricted Stock, the transfer issuance of Stock Shares upon exercise settlement of the Stock OptionRestricted Stock, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or its Affiliates Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates Subsidiaries to satisfy all Tax-Related Items. In this regard, the Optionee Participant authorizes the Company and/or its AffiliatesSubsidiaries, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates Subsidiaries may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Obligation for Tax-Related Items is not satisfied by withholding from the proceeds of the Shares, the Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligation with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or its Subsidiaries; or (b) withholding in Shares to be issued upon vesting/settlement of the Restricted Stock. Finally, the Participant shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares , if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exercisevested Restricted Stock, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insuranceinsurance or social security, payroll tax, payment on account or other tax-related items related to the Optionee’s Participant's participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s Participant's responsibility and may exceed the amount actually withheld by the Company or Company, any of its AffiliatesSubsidiaries or any other entity which is a Related Entity, if any. The Optionee Participant further acknowledges that the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionPerformance Share Units, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionPerformance Share Units, the transfer issuance of Stock Shares upon exercise settlement of the Stock OptionPerformance Share Units, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Participant agrees as a condition of his or her participation in the Plan to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity (including the employer) to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesCompany, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance Share Units, unless the Company, or if different, the employer, at their discretion, to satisfy permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the Optionee’s Participant's wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesCompany, or if different, the employer; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise settlement of the Stock Option Performance Share Units either through a voluntary sale or through a mandatory sale arranged by the Company (on OptioneeParticipant's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of . Notwithstanding the Stock Option providedabove, however, that if the Optionee Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (ia) and (iib) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arises as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or Company, any of its Affiliates Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exercisevested Performance Share Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s Participant's participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Company, or if different, the employer, any amount of Tax-Related Items that the Company and/or its Affiliates Company, or if different, the employer, may be required to withhold or account for as a result of the Optionee’s Participant's participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the Optionee’s Participant's obligations in connection with the Tax-Related Items. By accepting this grant of Stock OptionPerformance Share Units, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Company, or if different, the employer as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s Participant's wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Stock Option Performance Share Units and any Stock transferred Shares delivered in satisfaction thereof are the Optionee’s Participant's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionPSUs, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionPSUs, the transfer issuance of Stock upon exercise settlement of the Stock OptionPSUs, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Stock Option PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); oror ​ (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Stock Option PSUs provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the Stock Option at exercisevested PSUs, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. ​ The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Stock OptionPSUs, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the OptioneeGrantee’s wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Stock Option PSUs and any Stock transferred delivered in satisfaction thereof are the OptioneeGrantee’s sole responsibility.. ​

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any of its Affiliates takes with respect to any or or, if different, the Holder’s employer (the “Employer”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their 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) a. withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (ii) b. withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the -3- 2010 Plan; Officer PUA Agreement Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iii) c. withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. (a) Regardless of any action the Company or any of its Affiliates the Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee withholding (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant, or deemed applicable to the Participant, even if technically due by the Company or a Subsidiary, is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by sole responsibility. Furthermore, the Company or any of its Affiliates. The Optionee further acknowledges that and the Company and/or its Affiliates Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Performance Stock OptionUnits, including, but not limited toincluding the grant of the Performance Stock Units, the grant, vesting or exercise of the Performance Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of any shares of Stock acquired pursuant to such transfer this Agreement and the receipt of any dividend equivalents or dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Performance Stock Units to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Optionee Participant becomes subject to tax taxation in more than one jurisdiction country between the date of grant the Performance Stock Units are granted and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Participant acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the country. (b) The Company and/or the Employer may satisfy its Affiliates obligation to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all withhold Tax-Related Items associated with the Performance Stock Units by one withholding a number of Performance Stock Units or a combination of the following: (i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding eventhaving a Fair Market Value, as applicabledetermined by the Committee, unless approximately equal to the use of such amount required to be withheld, provided that the withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, rates the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applies do not exceed the maximum statutory tax rates in the Participant’s applicable minimum statutory withholding amounts or other applicable withholding ratesjurisdiction(s). If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is The Participant shall be deemed to have been transferred issued the full number of shares of Stock attributable subject to the Performance Stock Option at exerciseUnits, notwithstanding that a number of share the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.Performance Stock

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of its Affiliates takes with respect the Company, as applicable, to the extent the Holder is employed by or seconded to any or such Affiliate (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder may 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); oror ​ (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended1934 Act, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Tax- Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. ​ The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Tax- Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.. ​

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder (“Tax-Related Items”), the Optionee Holder acknowledges that the ultimate liability for all Tax-Related Items Items, unless otherwise agreed in a separate undertaking, is and 46974 2 2011 Performance Unit Award Agreement remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Holder further acknowledges that the Company and/or its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise grant of the Stock OptionUnits, the transfer of Stock upon exercise lapse of the Stock OptionForfeiture Restrictions, the delivery of Shares, the subsequent sale of Stock Shares acquired pursuant to such transfer delivery and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation as a result of this Agreement to structure the terms of any Award award to reduce or eliminate OptioneeHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Holder acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Holder will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Holder’s behalf pursuant to this authorization); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveForfeiture Restrictions. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exerciseawarded Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeHolder’s participation in the Plan. The Optionee Holder shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the OptioneeHolder’s obligations in connection with the Tax-Related Items. By accepting For the avoidance of doubt, this grant of Stock OptionSection 8 shall not be construed to augment, the Optionee expressly consents reduce or eliminate any separate benefits (including ex-patriot tax benefits) otherwise provided to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibilityHolder.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of its Affiliates takes with respect the Company, as applicable, to the extent the Holder is employed by or seconded to any or such Affiliate (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.74603

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder (“Tax-Related Items”), the Optionee Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Holder further acknowledges that the Company and/or its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise grant of the Stock OptionUnits, the transfer of Stock upon exercise lapse of the Stock OptionForfeiture Restrictions, the delivery of Shares, the subsequent sale of Stock Shares acquired pursuant to such transfer delivery and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no 2 2006 Plan RSU Agreement (Executive, non-UK) obligation to structure the terms of any Award award to reduce or eliminate OptioneeHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Holder acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Holder will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Holder’s behalf pursuant to this authorization); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveForfeiture Restrictions. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exerciseawarded Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeHolder’s participation in the Plan. The Optionee Finally, the Holder shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the OptioneeHolder’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder (“Tax-Related Items”), the Optionee Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Holder further acknowledges that the Company and/or its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise grant of the Stock OptionUnits, the transfer of Stock upon exercise lapse of the Stock OptionForfeiture Restrictions, the delivery of Shares, the subsequent sale of Stock Shares acquired pursuant to such transfer delivery and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award award to reduce or eliminate OptioneeHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Holder acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Holder will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Holder’s behalf pursuant to this authorization); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveForfeiture Restrictions. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exerciseawarded Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeHolder’s participation in the Plan. The Optionee Holder shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the OptioneeHolder’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer director of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary Grantee's cash retainer or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionPSUs, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionPSUs, the transfer issuance of Stock upon exercise settlement of the Stock OptionPSUs, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Stock Option PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); oror ​ (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Stock Option PSUs provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the Stock Option at exercisevested PSUs, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. ​ The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Stock OptionPSUs, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the OptioneeGrantee’s wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Stock Option PSUs and any Stock transferred delivered in satisfaction thereof are the OptioneeGrantee’s sole responsibility.. ​

Responsibility for Taxes & Withholding. (a) Regardless of any action the Company or any of its Affiliates the Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee withholding (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by sole responsibility. Furthermore, the Company or any of its Affiliates. The Optionee further acknowledges that and the Company and/or its Affiliates Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Restricted Stock OptionUnits, including, but not limited toincluding the grant of the Restricted Stock Units, the grant, vesting or exercise of the Restricted Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of any shares of Stock acquired pursuant to such transfer this Agreement and the receipt of any dividend equivalents or dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Restricted Stock Units to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Optionee Participant becomes subject to tax taxation in more than one jurisdiction country between the date of grant the Restricted Stock Units are granted and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Participant acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the country. (b) The Company and/or the Employer may satisfy its Affiliates obligation to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all withhold Tax-Related Items associated with the Restricted Stock Units in any manner determined by one or the Committee, including by withholding a combination portion of the following: (i) withholding from the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee or by the Company and/or its Affiliates; or (ii) withholding from proceeds a number of the Restricted Stock acquired upon exercise of the Stock Option either through a voluntary sale Units or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding eventhaving a Fair Market Value, as applicabledetermined by the Committee, unless equal to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may amount required to be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rateswithheld. If the obligation for Tax-Related Items is satisfied by withholding in a number of shares of Stock, for tax purposes, the Optionee is Participant shall be deemed to have been transferred issued the full number of shares of Stock attributable subject to the Restricted Stock Option at exerciseUnits, notwithstanding that a number of share the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation Restricted Stock Units. The Committee shall determine, in its discretion, whether cash shall be given in lieu of any fractional Restricted Stock Unit remaining after the withholding requirements are satisfied equal to the Fair Market Value of such fractional share or whether some other more administratively feasible mechanism will be utilized. The Company may also require the Participant to deliver a check in the Plan. The Optionee shall pay amount of any tax withholding obligation, or to otherwise indemnify the Company, as a condition to the Company and/or its Affiliates issuance of any amount shares of Stock hereunder. (c) Dividend equivalents paid on Restricted Stock Units are subject to applicable withholding of Tax-Related Items that as described in Paragraph 6(b). (d) In the Company and/or its Affiliates event the withholding requirements are not satisfied, no shares of Stock will be issued to the Participant (or the Participant’s personal representative or beneficiary, as the case may be required to withhold or account for as a result be) upon vesting of the Optionee’s participation in the Plan that will not for any reason be satisfied Restricted Stock Units unless and until satisfactory arrangements (as determined by the means previously described. The Company may refuse Committee) have been made by the Participant with respect to transfer the Stock or the proceeds payment of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the any Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. (a) Regardless of any action the Company or any of its Affiliates the Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee withholding (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by sole responsibility. Furthermore, the Company or any of its Affiliates. The Optionee further acknowledges that and the Company and/or its Affiliates Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock Option, including, but not limited toincluding the grant of the Option, the grantvesting of the Option, vesting or the exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, and the subsequent sale of Stock any Option Shares acquired pursuant to such transfer and the receipt of any dividendsthis Agreement; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Option to reduce or eliminate Optioneethe Participant’s liability for Tax-Tax- Related Items or achieve any particular tax resultItems. Further, if the Optionee Participant becomes subject to tax taxation in more than one jurisdiction country between the date of grant the Option is granted and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Participant acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the country. (b) The Company and/or the Employer may satisfy its Affiliates obligation to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all withhold Tax-Related Items by one or a combination of associated with the following: (i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale as described in clauses 5(a)(i) or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, in any manner determined by the Company and/or its Affiliates may withhold Committee, including by withholding a portion of the Participant’s cash compensation or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesa number of Option Shares deliverable having a Market Price equal to the amount required to be withheld. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposesa number of Option Shares deliverable, the Optionee is Participant shall be deemed to have been transferred issued the full number of shares of Stock attributable to the Stock Option at exerciseShares, notwithstanding that a number of share the Option Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect the exercise of the Optionee’s participation in the PlanOption. The Optionee Committee shall pay determine, in its discretion, whether cash shall be given in lieu of any fractional Option Share remaining after the withholding requirements are satisfied equal to the Company and/or its Affiliates any amount Fair Market Value of Tax-Related Items that the Company and/or its Affiliates may such fractional share or whether some other more administratively feasible mechanism will be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously describedutilized. The Company may refuse also require the Participant to transfer deliver a check in the amount of any tax withholding obligation, or to otherwise indemnify the Company, as a condition to the issuance of any shares of Stock hereunder. (c) In the event the withholding requirements are not satisfied, no shares of Stock will be issued to the Participant (or the proceeds Participant’s personal representative or beneficiary, as the case may be) upon exercise of the sale Option unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the any Tax-Related Items. (d) This Option is intended to be excepted from coverage under Section 409A of the Code (“Section 409A”) and shall be administered, interpreted and construed accordingly. By accepting The Company may, in its sole discretion and without the Participant’s consent, modify or amend this grant Agreement, impose conditions on the timing and effectiveness of Stock Optionthe exercise of the option by the Participant, or take any other action it deems necessary or advisable, to cause the option to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). Notwithstanding the foregoing, the Optionee expressly consents to Participant recognizes and acknowledges that Section 409A may impose upon the methods of withholding Tax-Related Items by Participant certain taxes or interest charges for which the Company and/or its Affiliates as set forth hereinParticipant is, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibilityshall remain, solely responsible.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); oror ​ (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended1934 Act, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Tax- Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed ​ ​ to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. ​ The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Tax- Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.. ​

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveOption. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesSubsidiaries. The Optionee Participant further acknowledges that the Company and/or its Affiliates Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or its Affiliates Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates Subsidiaries to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesSubsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Restricted Stock Units, unless the Company and/or its Subsidiaries, at their discretion, to satisfy permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesSubsidiaries; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arise as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or its Affiliates Subsidiaries may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Subsidiaries any amount of Tax-Related Items that the Company and/or its Affiliates Subsidiaries may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Subsidiaries as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s Participant's wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the Optionee’s Participant's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); oror ​ (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended1934 Act, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Tax- Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any of its Affiliates takes with respect to any or Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesCompany. The Optionee Holder further acknowledges that the Company and/or its Affiliates (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do does not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to 74793 2010 Plan; RSU Director Agreement; CIC have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of its Affiliates takes with respect the Company, as applicable, to the extent the Holder is employed by or seconded to any or such Affiliate (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee 74603 Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of its Affiliates takes with respect the Company, as applicable, to the extent the Holder is employed by or seconded to any or such Affiliate (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Grantee’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock Shares acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:: ‌ Exhibit 10.28 (i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock Shares acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); oror ​ (iii) withholding in Stock Shares to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended1934 Act, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Tax- Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Tax- Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock Shares attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. ​ The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Tax- Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock Shares transferred in satisfaction thereof are the Optionee’s sole responsibility.. ​

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder (“Tax-Related Items”), the Optionee Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Holder further acknowledges that the Company and/or its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise grant of the Stock OptionUnits, the transfer of Stock upon exercise lapse of the Stock OptionForfeiture Restrictions, the delivery of Shares, the subsequent sale of Stock Shares acquired pursuant to such transfer delivery and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no 2 2010 Plan RSU Agreement (Executive, non-UK) obligation to structure the terms of any Award award to reduce or eliminate OptioneeHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Holder acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Holder will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Holder’s behalf pursuant to this authorization); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveForfeiture Restrictions. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exerciseawarded Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeHolder’s participation in the Plan. The Optionee Finally, the Holder shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the OptioneeHolder’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionCash Units, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionCash Units, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock acquired pursuant to such transfer and the receipt of any dividendsdividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (iib) withholding from proceeds gross amount of the Stock acquired upon exercise cash payment in settlement of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveCash Units. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. ​ The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Tax- Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue payment for the Stock or the proceeds of the sale of Stock vested Cash Units if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Stock OptionCash Units, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock proceeds and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Stock Option Cash Units and any Stock transferred in satisfaction thereof payments issued therefor are the Optionee’s Grantee's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesSubsidiaries. The Optionee Participant further acknowledges that the Company and/or its Affiliates Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionRestricted Share Units, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionRestricted Share Units, the transfer issuance of Stock Shares or cash upon exercise settlement of the Stock OptionRestricted Share Units, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents (if any); and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or its Affiliates Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates Subsidiaries to satisfy all Tax-Related Items. In this regard, the Optionee Participant authorizes the Company and/or its AffiliatesSubsidiaries, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. (a) Regardless of any action the Company or any of its Affiliates the Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee withholding (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by sole responsibility. Furthermore, the Company or any of its Affiliates. The Optionee further acknowledges that and the Company and/or its Affiliates Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Restricted Stock OptionUnits, including, but not limited toincluding the grant of the Restricted Stock Units, the grant, vesting or exercise of the Restricted Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of any shares of Stock acquired pursuant to such transfer this Agreement and the receipt of any dividend equivalents or dividends; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Restricted Stock Units to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Optionee Participant becomes subject to tax taxation in more than one jurisdiction country between the date of grant the Restricted Stock Units are granted and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Participant acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the country. (b) The Company and/or the Employer may satisfy its Affiliates obligation to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all withhold Tax-Related Items associated with the Restricted Stock Units by one withholding a number of Restricted Stock Units or a combination of the following: (i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding eventhaving a Fair Market Value, as applicabledetermined by the Committee, unless equal to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may amount required to be satisfied by one or a combination of methods (i) and (ii) abovewithheld. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is The Participant shall be deemed to have been transferred issued the full number of shares of Stock attributable subject to the Restricted Stock Option at exerciseUnits, notwithstanding that a number of share the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the PlanRestricted Stock Units. The Optionee Committee shall pay determine, in its discretion, whether cash shall be given in lieu of any fractional Restricted Stock Unit remaining after the withholding requirements are satisfied equal to the Company and/or its Affiliates any amount Fair Market Value of such fractional share or whether some other more administratively feasible mechanism will be utilized. (c) Dividend equivalents paid on Restricted Stock Units are subject to applicable withholding of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation described in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibilityParagraph 6(b).

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeXxxxxxx’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveUnits. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.

Responsibility for Taxes & Withholding. (a) Regardless of any action the Company or any of its Affiliates the Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee withholding (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by sole responsibility. Furthermore, the Company or any of its Affiliates. The Optionee further acknowledges that and the Company and/or its Affiliates Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock Option, including, but not limited toincluding the grant of the Option, the grantvesting of the Option, vesting or the exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, and the subsequent sale of Stock any Option Shares acquired pursuant to such transfer and the receipt of any dividendsthis Agreement; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Option to reduce or eliminate Optioneethe Participant’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Optionee Participant becomes subject to tax taxation in more than one jurisdiction country between the date of grant the Option is granted and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Participant acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the country. (b) The Company and/or the Employer may satisfy its Affiliates obligation to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all withhold Tax-Related Items by one or a combination of associated with the following: (i) withholding from the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale as described in clauses 5(a)(i) or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, in any manner determined by the Company and/or its Affiliates may withhold Committee, including by withholding a portion of the Participant’s cash compensation or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesa number of Option Shares deliverable having a Market Price equal to the amount required to be withheld. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposesa number of Option Shares deliverable, the Optionee is Participant shall be deemed to have been transferred issued the full number of shares of Stock attributable to the Stock Option at exerciseShares, notwithstanding that a number of share the Option Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect the exercise of the Optionee’s participation in the PlanOption. The Optionee Committee shall pay determine, in its discretion, whether cash shall be given in lieu of any fractional Option Share remaining after the withholding requirements are satisfied equal to the Company and/or its Affiliates any amount Fair Market Value of Tax-Related Items that the Company and/or its Affiliates may such fractional share or whether some other more administratively feasible mechanism will be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously describedutilized. The Company may refuse also require the Participant to transfer deliver a check in the amount of any tax withholding obligation, or to otherwise indemnify the Company, as a condition to the issuance of any shares of Stock hereunder. (c) In the event the withholding requirements are not satisfied, no shares of Stock will be issued to the Participant (or the proceeds Participant’s personal representative or beneficiary, as the case may be) upon exercise of the sale Option unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the any Tax-Related Items. (d) This Option is intended to be excepted from coverage under Section 409A of the Code (“Section 409A”) and shall be administered, interpreted and construed accordingly. By accepting The Company may, in its sole discretion and without the Participant’s consent, modify or amend this grant Agreement, impose conditions on the timing and effectiveness of Stock Optionthe exercise of the option by the Participant, or take any other action it deems necessary or advisable, to cause the option to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). Notwithstanding the foregoing, the Optionee expressly consents to Participant recognizes and acknowledges that Section 409A may impose upon the methods of withholding Tax-Related Items by Participant certain taxes or interest charges for which the Company and/or its Affiliates as set forth hereinParticipant is, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibilityshall remain, solely responsible.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Stock acquired pursuant to such transfer and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's ’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveOption. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesSubsidiaries. The Optionee Participant further acknowledges that the Company and/or its Affiliates Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionRestricted Share Units, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionRestricted Share Units, the transfer issuance of Stock Shares or cash upon exercise settlement of the Stock OptionRestricted Share Units, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or its Affiliates Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates Subsidiaries to satisfy all Tax-Related Items. In this regard, the Optionee Participant authorizes the Company and/or its AffiliatesSubsidiaries, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee is deemed to have been transferred the full number of shares of Stock attributable to the Stock Option at exercise, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. The Optionee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the Optionee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer the Stock or the proceeds of the sale of Stock if the Optionee fails to comply with the Optionee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveUnits. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the OptioneeGrantee’s wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the OptioneeGrantee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder (“Tax-Related Items”), the Optionee Holder acknowledges that the ultimate liability for all Tax-Related Items Items, unless otherwise agreed in a separate undertaking, is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Holder further acknowledges that the Company and/or its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise grant of the Stock OptionUnits, the transfer of Stock upon exercise lapse of the Stock OptionForfeiture Restrictions, the delivery of Shares, the subsequent sale of Stock Shares acquired pursuant to such transfer delivery and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation as a result of this Agreement to structure the terms of any Award award to reduce or eliminate OptioneeHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Holder acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Holder will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Holder’s behalf pursuant to this authorization); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveForfeiture Restrictions. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exerciseawarded Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeHolder’s participation in the Plan. The Optionee Holder shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the OptioneeHolder’s obligations in connection with the Tax-Related Items. By accepting For the avoidance of doubt, this grant of Stock OptionSection 8 shall not be construed to augment, the Optionee expressly consents reduce or eliminate any separate benefits (including ex-patriot tax benefits) otherwise provided to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibilityHolder.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any of its Affiliates takes with respect to any or Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesCompany. The Optionee Holder further acknowledges that the Company and/or its Affiliates (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do does not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any of its Affiliates takes with respect to any or or, if different, the Holder’s employer (the “Employer”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their 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) a. withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (ii) b. withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iii) c. withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionPSUs, including, but not limited to, the grant, vesting or exercise settlement of the Stock OptionPSUs, the transfer issuance of Stock upon exercise settlement of the Stock OptionPSUs, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Stock Option PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Xxxxxxx’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Stock Option PSUs provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the Stock Option at exercisevested PSUs, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock OptionPSUs, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the OptioneeGrantee’s wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Stock Option PSUs and any Stock transferred delivered in satisfaction thereof are the OptioneeGrantee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesSubsidiaries. The Optionee Participant further acknowledges that the Company and/or its Affiliates Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or its Affiliates Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates Subsidiaries to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesSubsidiaries, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Restricted Stock Units, unless the Company and/or its Subsidiaries, at their discretion, to satisfy permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesSubsidiaries; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (ia) and (iib) above. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arise as a result of the Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or its Affiliates Subsidiaries may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Subsidiaries any amount of Tax-Related Items that the Company and/or its Affiliates Subsidiaries may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Subsidiaries as set forth herein, including the withholding of Stock Shares and the withholding from the OptioneeParticipant’s wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the OptioneeParticipant’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesSubsidiaries. The Optionee Participant further acknowledges that the Company and/or its Affiliates Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Participant acknowledges that Company and/or its Affiliates Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates Subsidiaries to satisfy all Tax-Related Items. In this regard, the Optionee Participant authorizes the Company and/or its AffiliatesSubsidiaries, or their 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 the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesSubsidiaries; or (ii) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock Shares to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option provided, however, that if Units. Notwithstanding anything to the Optionee is a Section 16 officer of contrary in the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which casePlan, the obligation for Participant shall not be entitled to satisfy any Tax-Related Items may be satisfied Item or withholding obligation that arise as a result of the Agreement by one or a combination delivering to the Company any shares of methods (i) and (ii) abovecapital stock of the Company. To avoid negative accounting treatment, the Company and/or its Affiliates Subsidiaries may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates Subsidiaries any amount of Tax-Related Items that the Company and/or its Affiliates Subsidiaries may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates Subsidiaries as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s Participant's wages/salary or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the Optionee’s Participant's sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeGrantee’s participation in the Plan and legally applicable to the Optionee Grantee (“Tax-Related Items”), the Optionee Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeGrantee’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Grantee further acknowledges that the Company and/or its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Grantee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Grantee acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Grantee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Grantee authorizes the Company and/or its Affiliates, or their 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 the OptioneeGrantee’s wages/salary or other cash compensation paid to the Optionee Grantee by the Company and/or its Affiliates; oror ​ (ii) withholding from proceeds of the Stock acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Grantee’s behalf pursuant to this authorization); oror ​ (iii) withholding in Stock to be transferred issued upon exercise vesting/settlement of the Restricted Stock Option Units provided, however, that if the Optionee Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended1934 Act, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. ​ To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Tax- Related Items is satisfied by withholding in Stock, for tax purposes, the Optionee Grantee is deemed to have been transferred issued the full number of shares of Stock attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeGrantee’s participation in the Plan. ​ The Optionee Grantee shall pay to the Company and/or its Affiliates any amount of Tax-Tax- Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeGrantee’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock or the proceeds of the sale of Stock if the Optionee Grantee fails to comply with the OptioneeGrantee’s obligations in connection with the Tax-Related Items. ​ By accepting this grant of Restricted Stock OptionUnits, the Optionee Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s Grantee's wages/salary or other amounts payable to the OptioneeGrantee. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred delivered in satisfaction thereof are the Optionee’s Grantee's sole responsibility.. ​

Responsibility for Taxes & Withholding. Regardless of any action the Company or Company, any of its Affiliates and/or the Holder’s employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder (“Tax-Related Items”), the Optionee Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Optionee Holder further acknowledges that the Company and/or its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise grant of the Stock OptionUnits, the transfer of Stock upon exercise lapse of the Stock OptionForfeiture Restrictions, the delivery of Shares, the subsequent sale of Stock Shares acquired pursuant to such transfer delivery and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of any Award award to reduce or eliminate OptioneeHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Holder acknowledges that Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Holder will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Holder’s behalf pursuant to this authorization); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) aboveForfeiture Restrictions. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the Stock Option at exerciseawarded Units, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeHolder’s participation in the Plan. The Optionee Finally, the Holder shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares , if the Optionee Holder fails to comply with the OptioneeHolder’s obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by The Holder agrees that the Company and/or its Affiliates as set forth herein, including may calculate the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to be withheld and accounted for by reference to the Stock Option maximum applicable rates, without prejudice to any right the Holder may have to recover any overpayment from the relevant tax authorities. If payment or withholding of the Tax-Related Items is not made within ninety (90) days of the event giving rise to the Tax-Related Items (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000, the amount of any Stock transferred in satisfaction thereof uncollected Tax-Related Items will constitute a loan owed by the Holder to the Employer, effective on the Due Date. The Holder agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company and/or its Affiliates may recover it at any time thereafter by any of the means referred to above. Notwithstanding the foregoing, if the Holder is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the Holder will not be eligible for such a loan to cover the Tax-Related Items. In the event that the Holder is a director or executive officer and the Tax-Related Items are not collected from or paid by the Optionee’s sole responsibilityHolder by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to the Holder on which additional income tax and National Insurance contributions (including Secondary Contributions, as defined below) will be payable. The Holder will be responsible for reporting and paying any income tax and NICs (including the Secondary Contributions, as defined below) due on this additional benefit directly to HMRC under the self-assessment regime.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesCompany. The Optionee Participant further acknowledges that the Company and/or its Affiliates (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do does not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Participant acknowledges that the Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior The Participant agrees as a condition of his or her participation in the Plan to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its AffiliatesCompany, or their its respective agents, will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the Company, at their its discretion, to satisfy permits the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeParticipant’s wages/salary or other cash compensation paid to the Optionee Participant by the Company and/or its AffiliatesCompany; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise vesting/settlement of the Restricted Stock Option Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's Participant’s behalf pursuant to this authorization); or (iii) withholding . Notwithstanding anything to the contrary in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which casePlan, the obligation for Participant shall not be entitled to satisfy any Tax-Related Items may be satisfied Item or withholding obligation that arise as a result of the Agreement by one or a combination delivering to the Company any shares of methods (i) and (ii) abovecapital stock of the Company. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock Shares and the withholding from the Optionee’s wages/salary Participant's cash compensation or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the Optionee’s Participant's sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of its Affiliates takes with respect the Company, as applicable, to the extent the Holder is employed by or seconded to any or such Affiliate (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee 2010 Plan; Officer PUA Agreement; CIC Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless The Holder acknowledges that, regardless of any action taken by the Company or any Affiliate of its Affiliates takes with respect the Company, as applicable, to the extent the Holder is employed by or seconded to any or such Affiliate (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the OptioneeHolder’s participation in the Plan and legally applicable to the Optionee Holder or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Holder even if legally applicable to the Company or the Employer (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeHolder’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliatesthe Employer. The Optionee Holder further acknowledges that the Company and/or its Affiliates the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to of the Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Stock Option, the transfer of Stock upon exercise of the Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the grant or any Award aspect of the Units to reduce or eliminate Optioneethe Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee becomes Holder is subject to tax Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee Holder acknowledges that the Company and/or its Affiliates the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or Holder agrees to make adequate arrangements satisfactory to the Company and/or its Affiliates the Employer to satisfy all Tax-Related Items. In this regard, the Optionee Holder authorizes the Company and/or its Affiliates, or their respective 74795 agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (ia) withholding from the OptioneeHolder’s wages/salary wages or other cash compensation paid to the Optionee Holder by the Company and/or its Affiliates; or (iib) withholding from proceeds of the Stock Shares acquired upon exercise following the lapse of the Stock Option Forfeiture Restrictions either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's the Holder’s behalf pursuant to this authorizationauthorization without further consent); or (iiic) withholding in Stock Shares to be transferred delivered upon exercise the lapse of the Stock Option Forfeiture Restrictions unless the Committee, in its sole discretion, indicates that this method of withholding is not available prior to the applicable taxable or tax withholding event and further provided, however, that if the Optionee Holder is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold Committee (as constituted in shares accordance with Rule 16b-3 under the Exchange Act) shall establish the method of Stock upon withholding from alternatives (a)-(c) herein and, if the relevant taxable or tax withholding event, as applicable, unless Committee does not exercise its discretion prior to the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may withholding event, then the Holder shall be satisfied by one or a combination entitled to elect the method of methods (i) and (ii) withholding from the alternatives above. To avoid negative accounting treatmentDepending on the withholding method, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum applicable rates, in which case the Holder 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 in StockShares, for tax purposes, the Optionee Holder is deemed to have been transferred issued the full number of shares of Stock attributable Shares subject to the Stock Option at exercisevested Units, notwithstanding that a number of share the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Items. Finally, the Optionee’s participation in the Plan. The Optionee shall Holder agrees to pay to the Company and/or its Affiliates or the Employer any amount of Tax-Related Items that the Company and/or its Affiliates or the Employer may be required to withhold or account for as a result of the OptioneeHolder’s participation in the Plan that will cannot for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares, if the Optionee Holder fails to comply with the Optionee’s his or her obligations in connection with the Tax-Related Items. By accepting this grant of Stock Option, the Optionee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock and the withholding from the Optionee’s wages/salary or other amounts payable to the Optionee. All other Tax-Related Items related to the Stock Option and any Stock transferred in satisfaction thereof are the Optionee’s sole responsibility.

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the OptioneeParticipant’s participation in the Plan and legally applicable to the Optionee Participant (“Tax-Related Items”), the Optionee Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the OptioneeParticipant’s responsibility and may exceed the amount actually withheld by the Company or any of its AffiliatesCompany. The Optionee Participant further acknowledges that the Company and/or its Affiliates (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock OptionUnits, including, but not limited to, the grant, vesting or exercise settlement of the Restricted Stock OptionUnits, the transfer issuance of Stock Shares upon exercise settlement of the Restricted Stock OptionUnits, the subsequent sale of Stock Shares acquired pursuant to such transfer issuance and the receipt of any dividendsdividends and/or dividend equivalents; and (b2) do does not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate OptioneeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Optionee Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Optionee Participant acknowledges that the Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Optionee Participant will pay or make adequate arrangements satisfactory to the Company and/or its Affiliates to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or its Affiliates, or their 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 the Optionee’s wages/salary or other cash compensation paid to the Optionee by the Company and/or its Affiliates; or (ii) withholding from proceeds of the Stock acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (iii) withholding in Stock to be transferred upon exercise of the Stock Option provided, however, that if the Optionee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in shares of Stock Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Tax Related Items may be satisfied by one the following methods: (a) withholding from the Participant’s cash compensation paid to the Participant by the Company; or (b) withholding from proceeds of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a combination mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization). Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arise as a result of methods (i) and (ii) abovethe Agreement by delivering to the Company any shares of capital stock of the Company. To avoid negative accounting treatment, the Company and/or its Affiliates may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates (but not in excess of the maximum amount permitted for tax withholding under applicable law). If the obligation for Tax-Related Items is satisfied by withholding in StockShares, for tax purposes, the Optionee Participant is deemed to have been transferred issued the full number of shares of Stock Shares attributable to the vested Restricted Stock Option at exerciseUnits, notwithstanding that a number of share Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the OptioneeParticipant’s participation in the Plan. The Optionee Participant shall pay to the Company and/or its Affiliates any amount of Tax-Related Items that the Company and/or its Affiliates may be required to withhold or account for as a result of the OptioneeParticipant’s participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to transfer issue or deliver the Stock Shares or the proceeds of the sale of Stock Shares if the Optionee Participant fails to comply with the OptioneeParticipant’s obligations in connection with the Tax-Related Items. By accepting this grant of Restricted Stock OptionUnits, the Optionee Participant expressly consents to the methods of withholding Tax-Related Items by the Company and/or its Affiliates as set forth herein, including the withholding of Stock Shares and the withholding from the OptioneeParticipant’s wages/salary cash compensation or other amounts payable to the OptioneeParticipant. All other Tax-Related Items related to the Restricted Stock Option Units and any Stock transferred Shares delivered in satisfaction thereof are the OptioneeParticipant’s sole responsibility.