Common use of Responsibility for Taxes & Withholding Clause in Contracts

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless of any action taken by the Company 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 Holder’s participation in the Plan and legally applicable to the 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”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to 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 Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Holder agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderOptionee’s participation in the Plan and legally applicable to the 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 Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Optionee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsStock Option, including, but not limited to, the grant, vesting or settlement exercise of the UnitsStock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Shares Stock acquired pursuant to such settlement transfer and the receipt of any dividends and/or any dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Optionee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless of any action taken by the Company oror any Affiliate of the Company, if differentas applicable, to the Holder’s employer extent the Holder is employed by or seconded to any 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 Holder’s participation in the Plan and legally applicable to the 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”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to 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 Holder acknowledges that the Company and/or the Employer (or former employerEmployer, 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 Holder agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsPSUs, including, but not limited to, the grant, vesting or settlement of the UnitsPSUs, the issuance of Stock upon settlement of the PSUs, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderOptionee’s participation in the Plan and legally applicable to the 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 Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Optionee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsStock Option, including, but not limited to, the grant, vesting or settlement exercise of the UnitsStock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such settlement transfer and the receipt of any dividends and/or any dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Optionee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, the Holder’s employer (the “Employer”) the ultimate liability for any of its 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, fringe benefits tax, payment on account or other tax-related items related to the HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company Company, any of its Subsidiaries or the Employerany other entity which is a Related Entity, if any. The Holder Participant further acknowledges that the Company and/or the Employer Company, any of its 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 of the Performance Share Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (Company, any of its Subsidiaries or former employer, as applicable) 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 to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer employer) to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, the Holder’s employer (the “Employer”) the ultimate liability for any of its 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, fringe benefits tax, payment on account or other tax-related items related to the HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company Company, any of its Subsidiaries or the Employerany other entity which is a Related Entity, if any. The Holder Participant further acknowledges that the Company and/or the Employer Company, any of its 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 of to the UnitsOptions, including, but not limited to, the grant, vesting or settlement exercise of the UnitsOptions, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (Company, any of its Subsidiaries or former employer, as applicable) 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 to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer 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 Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, the Holder’s employer (the “Employer”) the ultimate liability for any of its 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, fringe benefits tax, payment on account or other tax-related items related to the Holder’s Participant's participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s Participant's responsibility and may exceed the amount actually withheld by the Company Company, any of its Subsidiaries or the Employerany other entity which is a Related Entity, if any. The Holder Participant further acknowledges that the Company and/or the Employer Company, any of its 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 of the Performance Share Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Units, the issuance of Shares upon settlement of the Performance Share Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the Holder’s Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (Company, any of its Subsidiaries or former employer, as applicable) 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 to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer employer) to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless of any action taken by the Company orCompany, 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 Holder’s participation in the Plan and legally applicable to the 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”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Holder further acknowledges that the Company and/or the Employer (ai) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to 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 Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Holder agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, the Holder’s employer (the “Employer”) the ultimate liability for any of its 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, fringe benefits tax, payment on account or other tax-related items related to the Holder’s Participant's participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s Participant's responsibility and may exceed the amount actually withheld by the Company Company, any of its Subsidiaries or the Employerany other entity which is a Related Entity, if any. The Holder Participant further acknowledges that the Company and/or the Employer Company, any of its 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 of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the Holder’s Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (Company, any of its Subsidiaries or former employer, as applicable) 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 to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer employer) to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless of any action taken by the Company 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 Holder’s participation in the Plan and legally applicable to the 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”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to 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 Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Holder agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, the Holder’s employer (the “Employer”) the ultimate liability for any of its 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, fringe benefits tax, payment on account or other tax-related items related to the HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company Company, any of its Subsidiaries or the Employerany other entity which is a Related Entity, if any. The Holder Participant further acknowledges that the Company and/or the Employer Company, any of its 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 of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (Company, any of its Subsidiaries or former employer, as applicable) 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 to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer employer) to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Subsidiaries. The Holder Participant further acknowledges that the Company and/or the Employer its Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsRestricted Stock, including, but not limited to, the grant, vesting or settlement of the UnitsRestricted Stock, the issuance of Shares upon settlement of the Restricted Stock, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) its 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 Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Holder 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 withholding from proceeds of the Shares acquired upon vesting/settlement of the Restricted Stock either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization). To avoid negative accounting treatment, the Company and/or its 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless of any action taken by the Company oror any Affiliate of the Company, if differentas applicable, to the Holder’s employer extent the Holder is employed by or seconded to any 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 Holder’s participation in the Plan and legally applicable to the 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”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to 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 Holder acknowledges that the Company and/or the Employer (or former employerEmployer, 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 Holder agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Holder authorizes the Company and/or its Affiliates, or their respective 74795 2010 Plan; Officer PUA Agreement; CIC agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Holder Participant further acknowledges that the Company and/or the Employer (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any dividend equivalents; and (b2) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsPSUs, including, but not limited to, the grant, vesting or settlement of the UnitsPSUs, the issuance of Stock upon settlement of the PSUs, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder Grantee authorizes the Company and/or its Affiliates, or their respective agents, at ​ Exhibit 10.29 their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Subsidiaries. The Holder Participant further acknowledges that the Company and/or the Employer its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) its 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 Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsPSUs, including, but not limited to, the grant, vesting or settlement of the UnitsPSUs, the issuance of Stock upon settlement of the PSUs, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. Exhibit 10.4 In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, any of its Affiliates and/or the Holder’s employer (the “"Employer”") the ultimate liability for 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 Holder’s participation in the Plan and legally applicable to the 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 Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder further acknowledges that the Company and/or the Employer its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Units, including, but not limited to, the grant, vesting or settlement grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such settlement delivery and the receipt of any dividends 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 aspect of the Units award to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 Holder’s participation in the Plan and legally applicable to the 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 Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder further acknowledges that the Company and/or the Employer its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Units, including, but not limited to, the grant, vesting or settlement grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such settlement delivery and the receipt of any dividends 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 aspect of the Units award to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless of any action taken by the Company oror any Affiliate of the Company, if differentas applicable, to the Holder’s employer extent the Holder is employed by or seconded RSU - Officer, CIC 2018 to any 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 Holder’s participation in the Plan and legally applicable to the 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”), is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is subject to 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 Holder acknowledges that the Company and/or the Employer (or former employerEmployer, 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 Holder agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 Holder’s participation in the Plan and legally applicable to the 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 Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder further acknowledges that the Company and/or the Employer its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Units, including, but not limited to, the grant, vesting or settlement grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such settlement delivery and the receipt of any dividends and/or any 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 the grant or any aspect of the Units award to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Subsidiaries. The Holder Participant further acknowledges that the Company and/or the Employer its Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Share Units, including, but not limited to, the grant, vesting or settlement of the Restricted Share Units, the issuance of Shares or cash upon settlement of the Restricted Share Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) its 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 Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Holder Participant further acknowledges that the Company and/or the Employer (a1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any dividend equivalents; and (b2) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Holder authorizes Company will withhold in Shares upon the Company and/or its Affiliatesrelevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or their respective agentssecurities law or has materially adverse accounting consequences, at their discretionin which case, to satisfy the obligations with regard to all Tax-obligation for Tax Related Items may be satisfied by one or a combination of the followingfollowing methods:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Subsidiaries. The Holder Participant further acknowledges that the Company and/or the Employer its Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Share Units, including, but not limited to, the grant, vesting or settlement of the Restricted Share Units, the issuance of Shares or cash upon settlement of the Restricted Share Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any dividend equivalentsequivalents (if any); and (b2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date Date of grant Grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) its 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 Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Subsidiaries. The Holder Participant further acknowledges that the Company and/or the Employer its Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any RSU particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) its 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 Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 Holder’s participation in the Plan and legally applicable to the 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 Holder acknowledges that the ultimate liability for all Tax-Related Items, unless otherwise agreed in a separate undertaking, is and 46974 2 2011 Performance Unit Award Agreement remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder further acknowledges that the Company and/or the Employer its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Units, including, but not limited to, the grant, vesting or settlement grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such settlement delivery and the receipt of any dividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation as a result of this Agreement to structure the terms of the grant or any aspect of the Units award to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its 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 HolderParticipant’s participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Subsidiaries. The Holder Participant further acknowledges that the Company and/or the Employer its Subsidiaries (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) its 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 Holder agrees to Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderOptionee’s participation in the Plan and legally applicable to the 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 Optionee (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Optionee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsStock Option, including, but not limited to, the grant, vesting or settlement exercise of the UnitsStock Option, the transfer of Stock upon exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such settlement transfer and the receipt of any dividends and/or any dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the HolderOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Optionee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 Holder’s participation in the Plan and legally applicable to the 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 Holder acknowledges that the ultimate liability for all Tax-Related Items, unless otherwise agreed in a separate undertaking, is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder further acknowledges that the Company and/or the Employer its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Units, including, but not limited to, the grant, vesting or settlement grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such settlement delivery and the receipt of any dividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation as a result of this Agreement to structure the terms of the grant or any aspect of the Units award to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the UnitsPSUs, including, but not limited to, the grant, vesting or settlement of the UnitsPSUs, the issuance of Stock upon settlement of the PSUs, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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 Exhibit 10.35 ​ of the following:: ​

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderGrantee’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Cash Units, including, but not limited to, the Exhibit 10.6 grant, vesting or settlement of the Cash Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderXxxxxxx’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, and/or the Holder’s employer (the “Employer”) the ultimate liability for Employer takes with respect to any or all income tax, social insuranceinsurance or social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Holder’s Participant's participation in the Plan and legally applicable to the 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 Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s Participant's responsibility and may exceed the amount actually withheld by the Company or and/or the Employer. The Holder Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the Holder’s Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Participant becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Holder Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable The Participant agrees as a condition of his or tax withholding event, as applicable, her participation in the Holder agrees Plan to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Holder authorizes the Company and/or its AffiliatesCompany, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Performance 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 Holder’s participation in the Plan and legally applicable to the 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 Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the Holder’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder further acknowledges that the Company and/or the Employer its Affiliates (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Units, including, but not limited to, the grant, vesting or settlement grant of the Units, the lapse of the Forfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such settlement delivery and the receipt of any dividends and/or any 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 the grant or any aspect of the Units award to reduce or eliminate the Holder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the 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:

Responsibility for Taxes & Withholding. The Holder acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Holder’s employer (the “Employer”) the ultimate liability for or any of its Affiliates 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 HolderXxxxxxx’s participation in the Plan and legally applicable to the 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 Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the HolderGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employerany of its Affiliates. The Holder Grantee further acknowledges that the Company and/or the Employer its Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Shares Stock acquired pursuant to such settlement issuance and the receipt of any dividends 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 aspect of the Units Award to reduce or eliminate the HolderGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Holder is Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Holder Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Holder agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer its Affiliates to satisfy all Tax-Related Items. In this regard, the Holder 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: