Common use of Responsibility for Taxes & Withholding Clause in Contracts

Responsibility for Taxes & Withholding. Regardless of any action the Company or any of its Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect 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 issuance and the receipt of any dividends and/or dividend equivalents; and (b) does not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company 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 Participant will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or its Subsidiaries, 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. Regardless of any action the Company or any of its Subsidiaries Affiliates takes with respect to any or all income tax, social insurance, payroll tax, payment on 44521 Performance Unit Award Agreement account or other tax-related items related to the ParticipantHolder’s participation in the Plan and legally applicable to the Participant Holder (“Tax-Related Items”), the Participant Holder acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantHolder’s responsibility and may exceed the amount actually withheld by the CompanyCompany or any of its Affiliates. The Participant Holder further acknowledges that the Company and/or its Affiliates (a1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement grant of the Restricted Stock Units, the issuance of Shares upon settlement lapse of the Restricted Stock UnitsForfeiture Restrictions, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such issuance delivery and the receipt of any dividends and/or dividend equivalents; and (b2) does do not commit to and are under no obligation to structure the terms of any Award award to reduce or eliminate ParticipantHolder’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Holder becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant Holder acknowledges that the Company and/or its Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Holder will pay or make adequate arrangements satisfactory to the Company and/or its Subsidiaries Affiliates to satisfy all Tax-Related Items. In this regard, the Participant Holder authorizes the Company and/or its SubsidiariesAffiliates, 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: