Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless of any action taken by the Company or, if different, the Employee’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 Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces This provision supplements Section 3 4(d) of the Agreement in its entirety: Performance- and Service-Based Restricted Stock Unit Agreement: (a) The Employee Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”)Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”) is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerService Recipient. The Employee Participant further acknowledges that the Company and/or the Employer Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesRSUs, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Participant 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 applicablejurisdiction, the Employee Participant acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: . (ib) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee Participant is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying satisfying the Tax-Related Items. Withholding Taxes. (c) Finally, the Employee Participant agrees to pay to the Company or the Employer Service Recipient, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stockShares, if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the TaxWithholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Related ItemsBased Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable event or tax withholding eventwithholding, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid payable to the Employee you by the Company and/or the Employer; or (iiib) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) irrespective of any Post-Vest Holding Period, withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on RSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding methodevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable ratesin your jurisdiction(s), in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the any obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Common Stock if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Regardless of any action taken by the Company or, if different, or the Employee’s employer (the “Employer”), the ultimate liability for Employer 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 EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesStock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement issuance and the receipt of any dividendsdividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Participant has become 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 Employee 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. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Employee 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 Employee Participant authorizes the Company and/or the Employer Employer, 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 methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii1) withholding from the EmployeeParticipant’s wages or other cash compensation paid to the Employee Participant by the Company and/or the Employer; or (iii2) withholding from proceeds of the sale of shares of common stock at vesting Shares acquired upon settlement of the Restricted Shares Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf pursuant to this authorization) without further consent); or (ii3) withholding shares of common stock at in Shares to be issued upon vesting of the Restricted SharesStock Units. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee Participant is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesStock Units, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of any aspect of the Participant’s participation in the Plan. (c) Finally, the Employee agrees Participant shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stockShares, if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless a. Regardless of any action taken by the Company or, if different, and/or the EmployeeGrantee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Tax Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax Related Items is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Award, including the grant of the Restricted Shares, including, but not limited toStock Units, the grant or vesting of the Restricted Stock Units and the lapse of restrictions, the transfer and issuance of any Shares, the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividendscash payment pursuant to the Award, the receipt of any dividends and the sale of any Shares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeGrantee’s liability for Tax-Tax Related Items or achieve any particular tax result. FurtherFurthermore, if the Employee is Grantee becomes subject to Tax-Tax Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, the Employee Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. . b. Prior to any relevant the applicable taxable or tax withholding event, as applicable, the Employee agrees to Grantee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Tax Related Items. In this regard. c. If the Restricted Stock Units are paid to the Grantee in cash in lieu of Shares, the Employee Grantee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-any obligation for Tax Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employeecash amount paid to the Grantee pursuant to the Award or from the Grantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; . d. If the Restricted Stock Units are paid to the Grantee in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to (i) withhold from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (ii) arrange for the sale of Shares to be issued upon settlement of the Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to the Company or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, and/or (iii) withholding from proceeds of withhold in Shares otherwise issuable to the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf Grantee pursuant to this authorizationAward. e. If the Restricted Stock Units are paid to the Grantee in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) without further consent; of the Exchange Act, the Company will withhold in Shares otherwise issuable to the Grantee pursuant to this Award, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the withholding obligation for Tax Related Items may be satisfied by one or a combination of the methods set forth in Section 7(d)(i) and (ii) withholding shares of common stock at vesting of the Restricted Shares. above. f. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Tax Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will Grantee may receive a refund of any over-withheld amount in cash as soon as practicable and without interest and will have no entitlement not be entitled to the common stock equivalentequivalent amount in Shares. If the obligation for Tax-Tax Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is Grantee will be deemed to have been issued the full number of shares of common stock subject Shares to the vested Restricted Shareswhich he or she is entitled pursuant to this Award, notwithstanding that a number of Shares are withheld to satisfy the shares of common stock are held back solely obligation for the purpose of paying the Tax-Tax Related Items. Finally, . g. The Company may require the Employee agrees Grantee to pay the Company or and/or the Employer any amount of Tax-Tax Related Items that the Company or and/or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan any aspect of this Award that cannot be satisfied by the means previously described. The Company may refuse to issue deliver Shares or deliver any cash payment to the shares or the proceeds of the sale of shares of common stock, Grantee if the Employee Grantee fails to comply with the EmployeeGrantee’s obligations obligation in connection with the Tax-Tax Related ItemsItems as described in this Section 7.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid payable to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on RSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding methodevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable ratesin your jurisdiction(s), in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the any obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Common Stock if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer Affiliate that employs the Participant (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 EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”) is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesAward, the subsequent sale of shares of common stock Stock acquired pursuant to such settlement the Award and the receipt of any dividendsDividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Employee is Participant has become 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 applicablejurisdiction, the Employee 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 Employee 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 Employee Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following methodsby: (i) requiring a cash payment by from the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the CompanyParticipant; (ii) withholding from the EmployeeParticipant’s wages or other cash compensation paid to the Employee Participant by the Company and/or the Employer; , (iii) withholding from the proceeds of the sale of shares of common stock at vesting of Stock acquired pursuant to the Restricted Shares Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf pursuant to this authorization) authorization without further consent); or and/or (iiiv) withholding from the shares of common stock at vesting Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Restricted Shares. Depending on Company under the Exchange Act, then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company and/or will withhold in shares of Stock, or the Employer Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalentequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockStock, the Participant is deemed, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock Stock subject to the vested Restricted SharesStock Units, notwithstanding that a number of the shares of common stock Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or Stock, the proceeds of the sale of shares Stock or cash in the amount of common stock, any Dividend Equivalents if the Employee Participant fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless a. Regardless of any action taken by Lilly and/or the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Tax Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax Related Items is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company Xxxxx or the Employer. The Employee Grantee further acknowledges that the Company and/or Xxxxx and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited toincluding the grant of the Performance Award, the grant or vesting of the Restricted Performance Award, the transfer and issuance of any Shares, the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividendscash payment pursuant to the Award, the accrual and payment of Dividend Equivalent Rights, the receipt of any dividends and the sale of any Shares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeGrantee’s liability for Tax-Tax Related Items or achieve any particular tax result. FurtherFurthermore, if the Employee is Grantee becomes subject to Tax-Tax Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, the Employee Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. . b. Prior to any relevant the applicable taxable or tax withholding event, as applicable, the Employee agrees to Grantee shall pay or make adequate arrangements satisfactory to the Company Lilly and/or the Employer to satisfy all Tax-Tax Related Items. In this regard. i. If the Performance Award is paid to the Grantee in cash in lieu of Shares, the Employee Grantee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-any obligation for Tax Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employeecash amount paid to the Grantee pursuant to the Award or from the Grantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; . ii. If the Performance Award is paid to the Grantee in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Grantee authorizes Xxxxx and/or the Employer, or their respective agents, at their discretion, to (iiiA) withholding withhold from proceeds of the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (B) arrange for the sale of shares of common stock at vesting Shares to be issued upon settlement of the Restricted Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to Lilly or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, (C) withhold in Shares either through a voluntary sale or through a mandatory sale arranged otherwise issuable to the Grantee pursuant to this Award, and/or (D) apply any other method of withholding determined by the Company (on and, to the Employee’s behalf extent required by Applicable Laws or the Plan, approved by the Committee. iii. If the Performance Award is paid to the Grantee in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, Xxxxx will withhold in Shares otherwise issuable to the Grantee pursuant to this authorization) without further consent; Award, unless the use of such withholding method is prevented by Applicable Laws or (ii) has materially adverse accounting or tax consequences, in which case the withholding shares of common stock at vesting obligation for Tax Related Items may be satisfied by one or a combination of the Restricted Shares. methods set forth in Section 8(b)(ii)(A) and (B) above. c. Depending on the withholding method, the Company Lilly and/or the Employer may withhold or account for Tax-Tax Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates in the jurisdiction(s) applicable ratesto the Grantee. In the event of over-withholding, in which case the Employee will Grantee may receive a refund of any over-withheld amount in cash (without interest and will have no without entitlement to the common stock equivalentequivalent amount in Shares). If the obligation for Tax-Tax Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is Grantee will be deemed to have been issued the full number of shares of common stock subject Shares to the vested Restricted Shareswhich he or she is entitled pursuant to this Award, notwithstanding that a number of Shares are withheld to satisfy the shares of common stock are held back solely obligation for the purpose of paying the Tax-Tax Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company . x. Xxxxx may refuse to issue deliver Shares or deliver any cash payment to the shares or the proceeds of the sale of shares of common stock, Grantee if the Employee Grantee fails to comply with the EmployeeGrantee’s obligations obligation in connection with the Tax-Tax Related ItemsItems as described in this Section 8.

Responsibility for Taxes. The following section replaces Section 3 8 of the Agreement in its entirety: The Employee Grantee acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeGrantee’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 EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Related Items”) is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesPSU, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesPSUs, the subsequent sale of shares of common stock Common Stock acquired pursuant to such settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares PSUs to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Grantee is subject to Tax-Related Items 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 Employee Grantee 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 Employee Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Grantee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the EmployeeGrantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of common stock Common Stock acquired at vesting of the Restricted Shares PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeGrantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock Common Stock issuable at vesting of the Restricted SharesPSUs. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee Grantee is deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesPSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee Grantee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeGrantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee Grantee fails to comply with the EmployeeGrantee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer Parent or Subsidiary employing the Employee (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll fringe benefit tax, fringe benefits payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Employee’s his or her responsibility and may exceed the amount actually to be withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesStock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is 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 applicablejurisdiction, the Employee 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 If any relevant taxable or tax withholding eventis required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as applicablethe Tax-Related Items are due, the Employee agrees Company will withhold a portion of the Shares that has an aggregate market value sufficient to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy pay all Tax-Related Items. In this regardaddition and to the maximum extent permitted by law, the Employee authorizes Company (or the Company and/or Employer) has the Employer right to retain without notice from any fees, salary or other amounts payable to the Employee, cash having a sufficient value to satisfy the obligations with regard to all any Tax-Related Items by one that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares or a combination that are due prior to the issuance of Shares under the following methods: (i) requiring payment by Restricted Stock Unit Award. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the CompanyCompany for payment of such Tax-Related Items before they arise. Further, on demandif permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the Employee to satisfy the Tax‑Related Items, in whole or in part, by cash, check or other method selling a sufficient number of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid Shares otherwise deliverable to the Employee by through such means as the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either may determine in its sole discretion, including through a voluntary sale broker‑assisted arrangement or through a mandatory sale arranged otherwise, equal to the amount to be withheld (and any associated broker or other fees, as applicable). To avoid negative tax consequences, if Tax-Related Items are satisfied by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding methodin Shares otherwise issuable, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Share equivalent. If In addition, if the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposesShares, the Employee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesStock Units, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Restricted Stock Units. FinallyNotwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee agrees with respect to pay the Company or the Employer payment of any amount of Tax-Related Items that the Company determines must be withheld or collected with respect to the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously describedRestricted Stock Units. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if If the Employee fails to comply make satisfactory arrangements for the payment of any Tax‑Related Items at the time any applicable Restricted Stock Units otherwise vest pursuant to this Agreement or the terms of the Plan, or at the time any Tax‑Related Items with respect to the Employee’s obligations in connection with Restricted Stock Units otherwise are due, the Tax-Related ItemsEmployee permanently will forfeit such Restricted Stock Units and any right to receive the Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by Micro or the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for Employer 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 EmployeeAwardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employee Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”) ), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeAwardee’s responsibility and may exceed the amount actually withheld by the Company Micro or the Employer. The Employee Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Unit Award, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesStock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement the Restricted Stock Unit Award and the receipt of any dividendsdividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Stock Unit Award to reduce or eliminate the EmployeeAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Awardee has become 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 Employee Awardee acknowledges that the Company Micro 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 Employee agrees to Awardee will pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Awardee authorizes the Company Micro and/or the Employer Employer, or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii1) withholding from the EmployeeAwardee’s wages or other cash compensation paid to the Employee Awardee by the Company Micro and/or the Employer; (iii2) withholding from proceeds of the sale of shares of common stock at vesting of Shares acquired pursuant to the Restricted Shares Stock Unit Award, either through a voluntary sale or through a mandatory sale arranged by the Company Micro (on the EmployeeAwardee’s behalf pursuant to this authorization) without further consent); or (ii3) withholding shares of common stock at vesting of in Shares acquired pursuant to the Restricted SharesStock Unit Award. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer Micro may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares as described herein, for tax purposes, the Employee Awardee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesStock Unit Award, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Employee agrees Awardee will pay to pay the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of the EmployeeAwardee’s participation in the Plan or Awardee’s acquisition of Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stock, Shares if the Employee Awardee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The following section replaces Section 3 of the Agreement in its entirety: The Employee Grantee acknowledges that, regardless of any action taken by the Company orand/or, if different, the Employee’s employer Affiliate which employs the Grantee or for which the Grantee otherwise provides services (the “EmployerService Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Related Items”) is and remains the EmployeeGrantee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerService Recipient. The Employee Grantee further acknowledges that the Company and/or the Employer Service Recipient (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesStock Units, the subsequent sale of shares of common stock Stock acquired pursuant to such settlement and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure or administer the terms of the grant or any aspect of the Restricted Shares Stock Units to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Grantee 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 applicablejurisdiction, the Employee Grantee acknowledges that the Company and/or the Employer Service Recipient (or former employerService Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, the Employee Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Employee Grantee authorizes the Company and/or the Employer Service Recipient, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeGrantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the EmployerService Recipient; (iiiii) withholding from proceeds of the sale of shares of common stock at vesting Stock acquired upon settlement of the Restricted Shares Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeGrantee’s behalf pursuant to this authorization) authorization without further consent); (iii) withholding from shares of Stock to be issued to the Grantee upon settlement of the Restricted Stock Units; or (iiiv) any other method of withholding shares of common stock at vesting of determined by the Restricted Shares. Depending on the withholding method, the Company and permitted by applicable laws. (c) The Company and/or the Employer Service Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin the Grantee’s jurisdiction(s), in which case the Employee will Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalentequivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockStock, for tax purposes, the Employee is Grantee shall be deemed to have been issued the full number of shares of common stock Stock subject to the vested Restricted SharesStock Units, notwithstanding that a number of the shares of common stock Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee . (d) The Grantee agrees to pay to the Company or the Employer Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient may be required to withhold or account for as a result of the EmployeeGrantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock, or the proceeds of the sale of shares of common stockStock, if the Employee Grantee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on RSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding methodevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin your jurisdiction(s), in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted SharesRSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Employee Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 In connection with the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following methods: following: (ia) requiring you to make a payment by the Employee in a form acceptable to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (iib) withholding from the Employee’s your wages or other cash compensation paid payable to the Employee by the Company and/or the Employeryou; or (iiic) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or (d) irrespective of any Post-Vest Holding Period, withholding in shares of Common Stock to be issued upon settlement of the RSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock deliverable in settlement of RSUs upon the relevant taxable or tax withholding event, as applicable, unless (i) the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items that require withholding may be satisfied by one or a combination of methods (b) and (c) above or (ii) you have made arrangements satisfactory to the Company and your Employer to provide for payment of withholding shares of common stock at vesting tax obligations in a manner other than by means of the Restricted Shareswithholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event. Depending on the withholding method, the The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable ratesin your jurisdiction(s). In the event of over-withholding, in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the common stock equivalentequivalent in shares of Common Stock) or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock are Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds cash in settlement of the sale of shares of common stock, RSUs if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items.. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be withheld or released for sale to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to the portion of the RSUs considered to be nonqualified deferred compensation, and otherwise such withholding or release will comply with Code Section 409A.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable event or tax withholding eventwithholding, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) irrespective of any Post-Vest Holding Period, withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on RSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding methodevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin your jurisdiction(s), in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Regardless of any action taken by the Company oror the Participant’s employer, if different, other than the Employee’s employer Company (the “Employer”), the ultimate liability for takes with respect to any or all federal, state or local income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and that are legally applicable to the Employee Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOptions, including, but not limited towithout limitation, the grant grant, vesting or vesting exercise of the Restricted SharesOptions, the issuance of Shares upon exercise of the Options, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares Options to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Participant becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, the Employee 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. . (b) Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Employee agrees to Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Participant authorizes the Company and/or the Employer Employer, at their discretion, to satisfy the any applicable withholding obligations with regard respect to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeParticipant’s wages or other cash compensation paid to the Employee Participant by the Company and/or the Employer; or (iiiii) withholding from proceeds of the sale of shares of common stock at vesting Shares acquired upon exercise of the Restricted Shares Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf pursuant to this authorization); or (iii) without further consent; or (ii) withholding shares of common stock at vesting of by requiring direct payment from the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount Participant in cash and will have no entitlement to the common stock (or its equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. ). (c) Finally, the Employee agrees Participant shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Participant expressly acknowledges that the delivery of Shares pursuant to Section 3(b) above is conditioned on satisfaction of all Tax-Related Items in accordance with this Section 7, and that the Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Shares if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of Except to the Agreement in its entirety: The Employee extent prohibited by law, the Optionee acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeOptionee’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 EmployeeOptionee’s participation in the Plan and legally applicable to the Employee Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the EmployeeOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee Optionee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOptions, includingincluding the grant, but not limited to, the grant vesting or vesting exercise of the Restricted SharesOptions, the subsequent sale of shares of common stock Stock acquired pursuant to as a result of such settlement exercise and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Options to reduce or eliminate the EmployeeOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 applicableFurthermore, the Employee Optionee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee The Optionee authorizes the Company and/or the Employer Employer, 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 methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeOptionee’s wages or other cash compensation paid to the Employee Optionee by the Company and/or the Employer; or (iiiii) withholding from proceeds of the sale of shares of common stock Stock acquired at vesting exercise of the Restricted Shares Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeOptionee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares). Depending on the withholding method, the The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed The Optionee shall pay to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of common stock, Stock if the Employee Optionee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The (a) For any Tax Year (or portion thereof), YUM shall be liable for and indemnify the SpinCo Group on an After-Tax Basis, against the following section replaces Section 3 Taxes (and any reasonable attorneys’ fees and other costs incurred in connection therewith), in each case excluding any Covered Separation Taxes: (i) Taxes imposed on a member of the Agreement YUM Group or the SpinCo Group resulting from the Distribution or any of the Related Separation Transactions, except for any China Capital Gain Tax (which is covered in its entirety: The Employee acknowledges thatSection 2.1(a)(iv)); (ii) Taxes shown on a Separate Return of a member of the YUM Group or relating solely to the YUM Business (in each case, regardless other than Taxes resulting from the Distribution or any of the Related Separation Transactions); (iii) Taxes that are Joint Taxes allocable to YUM as determined under Section 2.2 (other than Taxes resulting from the Distribution or any of the Related Separation Transactions); (iv) the YUM Liability Percentage of any action taken by Taxes resulting from the Company or, if different, imposition of China Capital Gains Tax with respect to the Employee’s employer Distribution or the Internal Distributions; and (the “Employer”v) YUM Intermediate Entity Taxes. (b) For any Tax Year (or portion thereof), the ultimate liability SpinCo Parties shall jointly and severally be liable for all income taxand indemnify the YUM Group, social insuranceon an After-Tax Basis, payroll tax, fringe benefits tax, payment on account or against the following Taxes (and any reasonable attorneys’ fees and other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items costs incurred in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: therewith): (i) requiring payment by Taxes shown on a Separate Return of a member of the Employee SpinCo Group or relating solely to the CompanySpinCo Business (in each case, on demand, by cash, check other than YUM Intermediate Entity Taxes and Taxes resulting from the Distribution or other method any of payment as may be determined acceptable by the Company; Related Separation Transactions); (ii) withholding Taxes that are Joint Taxes allocable to the SpinCo Parties as determined under Section 2.2 (other than YUM Intermediate Entity Taxes and Taxes resulting from the Employee’s wages Distribution or other cash compensation paid to any of the Employee by the Company and/or the Employer; Related Separation Transactions); (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund SpinCo Party Liability Percentage of any over-withheld amount in cash and will have no entitlement Taxes resulting from the imposition of China Capital Gains Tax with respect to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company Distribution or the Employer any amount of Tax-Related Items Internal Distributions; and (iv) Taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Itemsare Covered Separation Taxes.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Regardless of any action taken by the Company orCompany, if different, any of its Affiliates or the EmployeeParticipant’s employer (the “Employer”), the ultimate liability for ) take 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 Employee’s your participation in the Plan and legally applicable to the Employee you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Employee’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate, if any. The Employee You further acknowledges acknowledge that the Company and/or the Employer Affiliate (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Performance Units, the issuance of Shares, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Subject to Sections 7(c) and (d) below, your acceptance of this Agreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Prior Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any relevant such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Performance Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, as applicablethe Committee may, in its sole discretion, determine that the Employee agrees to make adequate arrangements satisfactory Company or the Affiliate will satisfy any tax withholding obligation with respect to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination withholding Shares to be issued upon vesting of the following methods: Performance Units. To the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Performance Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (id) requiring payment In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the Employee sale or withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or the Affiliate to the Company, on demand, satisfy any applicable withholding obligation for Tax-Related Items by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; (iii) withholding from proceeds Affiliate, within legal limits, or by requiring you to tender a cash payment to the Company or the Affiliate in the amount of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company Tax-Related Items. (on the Employee’s behalf pursuant to this authorizatione) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may or an Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including up to maximum applicable rates, in which case the Employee will I may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalentequivalent in Shares. If the obligation for the Tax-Related Items is satisfied by withholding in shares of common stockShares as described in Section 7(c) above, for tax purposes, the Employee is you will be deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesPerformance Units, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. Items due as a result of your participation in the Plan. (f) Finally, the Employee agrees you agree to pay the Company or the Employer Affiliate any amount of Tax-Related Items that the Company or the Employer Affiliate may be required to withhold or account for as a result of the Employee’s your participation in the Plan or the vesting and settlement of the Performance Units that cannot be satisfied by the means previously described. The Company or the Affiliate may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stock, if the Employee fails Shares unless and until you have complied with your obligations related to comply with the Employee’s obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesMSUs, including, but not limited toincluding the grant of the MSUs, the grant or vesting of MSUs, the Restricted Sharesconversion of the MSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares MSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes MSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid payable to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on MSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding methodevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin your jurisdiction(s), in which case the Employee will case, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesMSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Tax‑Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, any amount of Tax-Related Tax‑Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to MSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the MSUs, then to the extent that any portion of the MSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Employee’s your 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 Employee’s your participation in the Plan and legally applicable to the Employee you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesRSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement issuance and the receipt of any dividendsdividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 Employee agrees to you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; ; (iiib) withholding from proceeds of the sale of shares of common stock at vesting Shares acquired upon vesting/settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding shares of common stock at vesting in Shares to be issued upon vesting/settlement of the Restricted SharesRSUs. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of your participation in the Plan. Finally, the Employee agrees you must pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stockShares, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 8 of the Agreement in its entirety: The Employee Grantee acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeGrantee’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 EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Related Items”) is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSU, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesRSUs, the subsequent sale of shares of common stock Common Stock acquired pursuant to such settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Grantee is subject to Tax-Related Items 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 Employee Grantee 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 Employee Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Grantee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the EmployeeGrantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of common stock Common Stock acquired at vesting of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeGrantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock Common Stock issuable at vesting of the Restricted SharesRSUs. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee Grantee is deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee Grantee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeGrantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee Grantee fails to comply with the EmployeeGrantee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee Participant acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeParticipant’s employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the Employee extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (1A) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Restricted SharesOption, including, but not limited to, the grant grant, vesting, or vesting exercise of the Restricted SharesOption, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends; dividends or other distributions, and (2B) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. Further, if the Employee Participant is subject to Tax-Related Items Tax Obligations 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 Employee Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Employee Participant acknowledges and agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Regardless of any action taken by the Company or, if different, the Employee’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 tax or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”) ), the Recipient acknowledges that the ultimate liability for all Tax-Related Items owed by the Recipient is and remains the EmployeeRecipient’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Sharesthis Award, including, but not limited to, including the grant or vesting of the Restricted Shares, this Award or the subsequent sale of shares of common stock Shares acquired pursuant to such settlement and the receipt of any dividendsthis Award; and (2ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares this Award to reduce or eliminate the EmployeeRecipient’s liability for Tax-Related Items or achieve Items. (b) Prior to the time any particular tax result. Further, if the Employee is subject to Tax-Related Items become due in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicableconnection with this Award, the Employee acknowledges that the Company and/or the Employer (Recipient shall pay 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemsminimum withholding obligations of the Company. In this regard, the Employee Recipient authorizes the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable minimum Tax-Related Items by one or a combination of the following methods: (i) requiring payment legally payable by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding Recipient from the EmployeeRecipient’s wages or other cash compensation paid to the Employee Recipient by the Company and/or the Employer; (iii) withholding or from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on Alternatively, or in addition, to the withholding methodextent permissible under applicable law, the Company and/or may (i) sell or arrange for the Employer may withhold or account for Tax-Related Items by considering applicable sale of Shares that the Recipient acquires to meet the minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (ii) withhold in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding provided that a number the Company only withholds the amount of Shares necessary to satisfy the shares of common stock are held back solely for the purpose of paying the Tax-Related Itemsminimum withholding amount. Finally, the Employee agrees Recipient shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeRecipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the shares or the proceeds of the sale of shares of common stock, Shares if the Employee Recipient fails to comply with the EmployeeRecipient’s obligations in connection with the Tax-Related ItemsItems as described in this Section 11.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Regardless of any action taken by the Company or, if different, or the Employee’s employer subsidiary or affiliate that employs the Participant (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 account, or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the EmployeeParticipant’s responsibility and that such amount may exceed the amount actually withheld by the Company or and/or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesAward Units, the issuance of shares of Common Stock upon settlement of the Units, and the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividendsCommon Stock; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 applicablejurisdiction, the Employee Participant 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. . (b) Prior to any relevant taxable or tax withholding event, as applicablevesting of the Award Units, the Employee agrees to Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding obligations of the Company. In this regard, the Employee Participant authorizes the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the following methods: Participant (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeParticipant’s wages or other cash compensation paid to the Employee Participant by the Company and/or the EmployerCompany; (iiiii) withholding from proceeds of the sale of the shares of common stock at vesting of the Restricted Shares Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf pursuant to this authorization) authorization without further consent); or and/or (iiiii) withholding shares of common stock at vesting by the Company retaining a portion of the Restricted Shares. Depending on the withholding method, vested Award Units to be settled. (c) The Participant shall pay to the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the shares or the proceeds of the sale of shares of common stock, Common Stock in payment of any earned and vested Award Units if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related ItemsItems as described in this Section 14.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesPerformance Share Units, including, but not limited toincluding the grant of the Performance Share Units, the grant or vesting of Performance Share Units, the Restricted Sharesconversion of the Performance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares of common stock any Shares acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Performance Share Units to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes Performance Share Units, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Shares acquired upon settlement of the Restricted Shares Performance Share Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding shares of common stock at vesting in Shares to be issued upon settlement of the Restricted SharesPerformance Share Units; provided, however, if you are a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Company will withhold Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesPerformance Share Units, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stockShares, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 9 to the contrary, to avoid a prohibited acceleration under Section 409A, if Shares subject to the Performance Share Units will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the Performance Share Units for any portion of the Performance Share Units that is considered nonqualified deferred compensation subject to Section 409A, then the number of shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, and/or the EmployeeGrantee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Tax Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax Related Items is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited toincluding the grant of the Performance-Based Award, the grant or vesting expiration of the Restricted Performance Period, the issuance of Shares, the subsequent sale transfer and issuance of shares of common stock acquired pursuant to such settlement and Shares, the receipt of any dividendscash pursuant to the Award, the receipt of any dividends and the sale of any Shares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeGrantee’s liability for Tax-Tax Related Items or achieve any particular tax result. FurtherFurthermore, if the Employee is Grantee becomes subject to Tax-Tax Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, the Employee Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to any relevant the applicable taxable or tax withholding event, as applicable, the Employee agrees to Grantee shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Tax Related Items. . a. In the case of any cash payment made to the Grantee pursuant to this regardAward, the Employee Grantee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all any obligation for Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employeecash amount paid to the Grantee or from the Grantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; . b. If the Performance-Based Award is paid in Shares and the Grantee is not subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to (i) withhold from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer, (ii) arrange for the sale of Shares to be issued pursuant to the Award (on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization or such other authorization as the Grantee may be required to provide to the Company or its designated broker in order for such sale to be effectuated) and withhold from the proceeds of such sale, and/or (iii) withholding from proceeds of withhold in Shares otherwise issuable to the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf Grantee pursuant to this authorizationAward. c. If the Performance-Based Award is paid in Shares and the Grantee is subject to the short-swing profit rules of Section 16(b) without further consent; of the Exchange Act, the Company will withhold in Shares otherwise issuable to the Grantee pursuant to this Award, unless the use of such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the withholding obligation for Tax-Related Items may be satisfied by one or a combination of the methods set forth in Section 8(b)(i) and (ii) withholding shares of common stock at vesting of the Restricted Sharesabove. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Tax Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee Grantee will receive a refund of any over-withheld amount in cash as soon as practicable and without interest and will have no entitlement not be entitled to the common stock equivalentequivalent amount in Shares. If the obligation for Tax-Tax Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is Grantee will be deemed to have been issued the full number of shares of common stock subject Shares to which he or she is entitled pursuant to the vested Restricted SharesPerformance-Based Award, notwithstanding that a number of Shares are withheld to satisfy the shares of common stock are held back solely obligation for the purpose of paying the Tax-Tax Related Items. Finally, the Employee agrees The Company may require Grantee to pay the Company or and/or the Employer any amount of Tax-Tax Related Items that the Company or and/or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan any aspect of this Award that cannot be satisfied by the means previously described. The Company may refuse to issue deliver Shares or deliver any cash payment to the shares or the proceeds of the sale of shares of common stock, Grantee if the Employee Grantee fails to comply with the EmployeeGrantee’s obligations obligation in connection with the Tax-Tax Related ItemsItems as described in this Section 8.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee By accepting this RSU Award, Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer any Affiliate that employs Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, employment tax, stamp tax or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant, including any employer liability for which the Participant is liable (the “Tax-Related Items”) is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSU Award, including, but not limited to, the grant grant, vesting, or vesting settlement of the Restricted SharesRSU Award, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement settlement, and the receipt of any dividends; , and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSU Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Participant 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 eventjurisdiction, as applicable, the Employee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed in this Section. The Company may refuse to issue or deliver the shares Shares, or the proceeds of the sale of shares of common stockShares, if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges and agrees that, regardless of any action taken by the Company or, if different, the Employee’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 Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) is and remains the Employee’s responsibility and may exceed the amount actually (if any) withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted RSUs, the receipt of any dividends on Shares, and the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividendsShares; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is has become 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 applicablejurisdiction, the Employee 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 Employee agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Company shall withhold in Shares otherwise deliverable to the Employee having a Fair Market Value equal to an amount that satisfies the Tax-Related Items required to be withheld. In the event that such withholding in Shares is problematic under applicable tax, securities or other laws, or has materially adverse accounting consequences, the Employee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations their withholding obligations, if any, with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) following: a. withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) or b. withholding from proceeds of the sale of shares of common stock at vesting Shares acquired upon vesting/settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) authorization without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares). Depending on the withholding method, the The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable ratesin the Employee’s jurisdiction, in which case the Employee will may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalentequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems . Finally, the Employee agrees shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stock, Shares if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the EmployeeMicro or Awardee’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 EmployeeAwardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employee Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”) ), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeAwardee’s responsibility and may exceed the amount actually withheld by the Company Micro or the Employer. The Employee Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Unit Award, includingincluding the grant, but not limited to, the grant vesting or vesting settlement of the Restricted SharesStock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement the Restricted Stock Unit Award and the receipt of any dividendsdividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Stock Unit Award to reduce or eliminate the EmployeeAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Awardee has become 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 Employee Awardee acknowledges that the Company Micro 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 Employee agrees to Awardee will pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee if permissible under local law, Awardee authorizes the Company Micro and/or the Employer Employer, or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii1) withholding from the EmployeeAwardee’s wages or other cash compensation paid to the Employee Awardee by the Company Micro and/or the Employer; (iii2) withholding from proceeds of the sale of shares of common stock at vesting of Shares acquired pursuant to the Restricted Shares Stock Unit Award; either through a voluntary sale or through a mandatory sale arranged by the Company Micro (on the EmployeeAwardee’s behalf pursuant to this authorization) without further consent); or (ii3) withholding shares of common stock at vesting of in Shares acquired pursuant to the Restricted SharesStock Unit Award. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer Micro may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares as described herein, for tax purposes, the Employee Awardee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesStock Unit Award, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Employee agrees Awardee will pay to pay the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of the EmployeeAwardee’s participation in the Plan or Awardee’s acquisition of Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stock, Shares if the Employee Awardee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless 9.1 Regardless of any action taken by the Company or, if different, or the Employee’s employer (the “Employer”), the ultimate liability for Employer take with respect to any and all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to the Employee you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or and/or the Employer. The Employee You further acknowledges acknowledge that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, the grant granting or vesting of the Restricted SharesAward, the settlement of Vested Units, the issuance of Shares upon settlement of the Vested Units, the subsequent sale of shares Shares acquired upon settlement of common stock acquired pursuant to such settlement the Vested Units and the receipt of any dividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you have become subject to Tax-Related Items 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 Employee acknowledges you acknowledge 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. . 9.2 Prior to any relevant taxable or tax withholding event, as applicable, the Employee agrees to you will pay or make adequate arrangements satisfactory to the Company and/or and or the Employer to satisfy all Tax-Related Items. . (a) In this regard, you hereby irrevocably appoint Fidelity or any stock plan service provider or brokerage firm designated by the Employee authorizes Company for such purpose (the “Agent”) as your Agent, and authorize the Agent, to: (i) Sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or after the settlement date for any Vested Unit, a number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the Tax-Related Items and all applicable fees and commissions due to, or required to be collected by, the Agent; (ii) Remit directly to the Company the cash amount necessary to cover the Tax-Related Items; (iii) Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent, relating directly to the sale of Shares referred to in clause (i) above; and (iv) Remit any remaining funds to you. (b) If the sale of Shares required by Section 9.2(a)(i) above is prohibited by a legal, contractual or regulatory restriction, is otherwise impossible as described in the 10b5-1 Plan set forth in Section 9.3 below, or if the obligation for withholding of Tax-Related Items arises at a time other than the settlement of the Award, then in addition to the withholding mechanism described in Section 9.2(a), you authorize the Company and/or the Employer Employer, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: by: (i) requiring payment by the Employee you to pay to the Company, on demand, by cash, check Company or other method the Employer any amount of payment as may be determined acceptable by the CompanyTax-Related Items; and/or (ii) withholding any amount of the Tax-Related Items from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; and/or (iii) withholding from proceeds in Shares to be issued upon settlement of the sale of shares of common stock at vesting Vested Units, provided, however, that if you are a Section 16 officer of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by Company under the Company Exchange Act, then the Plan Administrator (on the Employee’s behalf pursuant as constituted to this authorization) without further consent; or (ii) withholding shares of common stock at vesting satisfy Rule 16b-3 of the Restricted Shares. Exchange Act) shall establish any alternative method of withholding as may be required from the alternatives (i) – (iii) herein and, if the Plan Administrator does not exercise its discretion prior to the Tax-Related Items withholding event, then the method of withholding set forth in alternative (iii) shall apply. (c) Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalentequivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee is you will be deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted Shares, Vested Units notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for due as a result of the Employee’s any aspect of your participation in the Plan that cannot be satisfied by the means previously describedPlan. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Shares to you if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. 9.3 You acknowledge that the authorization and instruction to the Agent set forth in Section 9.2(a)(i) above to sell Shares to cover the Tax-Related Items is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (regarding trading of the Company’s securities on the basis of material nonpublic information) (a “10b5-1 Plan”). This 10b5-1 Plan is being adopted to permit you to sell a number of Shares issued upon settlement of Vested Units sufficient to pay the Tax-Related Items. You acknowledge that the broker is under no obligation to arrange for the sale of Shares at any particular price. You further acknowledge that you will be responsible for all brokerage fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. You acknowledge that it may not be possible to sell Shares during the term of this 10b5-1 Plan due to (a) a legal or contractual restriction applicable to you or to the broker, (b) a market disruption, (c) rules governing order execution priority on the Nasdaq or other exchange where the Shares may be traded, (d) a sale effected pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply) with the Securities Act, or (e) if the Company determines that sales may not be effected under this 10b5-1 Plan. In the event of the Agent’s inability to sell Shares, you will continue to be responsible for the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by YUM! or the Company or, Participant’s employer (if different, the Employee’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 EmployeeParticipant’s participation in the Plan and that are legally applicable to the Employee Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company YUM! or the Employer. The Employee Participant further acknowledges that the Company YUM! and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesYUM! Stock Appreciation Right, includingincluding the grant, but not limited to, the grant vesting or vesting exercise of the Restricted SharesYUM! Stock Appreciation Right, the subsequent sale of shares of common stock acquired pursuant to such settlement under the Plan and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares YUM! Stock Appreciation Right to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Participant becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction between the date of grant Grant Date and the date of any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Employee Participant acknowledges that the Company YUM! 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 taxable, tax and/or social security contribution withholding event, as applicable, the Employee agrees to Participant shall pay or make adequate arrangements satisfactory to the Company YUM! and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Participant authorizes the Company YUM! and/or the Employer Employer, at their sole discretion, to satisfy the obligations with regard respect to all Tax-Related Items by one or a combination of the following methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeParticipant’s wages or other cash compensation paid to the Employee him or her by the Company YUM! and/or the Employer; or (iiiii) withholding from the proceeds of the sale of shares of common stock at vesting acquired upon exercise of the Restricted Shares YUM! Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company YUM! (on the EmployeeParticipant’s behalf pursuant to this authorization) without further consent); or (iiiii) withholding in shares of common stock at vesting to be issued upon exercise of the Restricted SharesYUM! Stock Appreciation Right. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockshares, for tax purposes, the Employee is Participant will be deemed to have been issued the full number of shares of common stock subject to the vested Restricted Sharesexercised YUM! Stock Appreciation Right, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Employee agrees Participant shall pay to pay the Company YUM! or the Employer any amount of Tax-Related Items that the Company YUM! or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan or the Participant’s acquisition of shares upon exercise of the YUM! Stock Appreciation Right that cannot be satisfied by the means previously described. The Company YUM! may refuse to honor the exercise and refuse to issue or deliver the shares or the proceeds of the sale of the shares of common stock, to the Participant if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 As a condition to the grant, vesting and exercise of the Agreement in its entirety: The Employee acknowledges thatoption, regardless of any action taken by the Company or, if differentor any Subsidiary or Affiliate takes with respect to the Tax-Related Items, the Employee’s employer (the “Employer”), Employee hereby acknowledges and agrees that 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 Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) Items is and remains the Employee’s responsibility and may exceed the any amount actually withheld by the Company or the Employerany Subsidiary or Affiliate. The Employee further acknowledges that the Company and/or the Employer and its Subsidiaries and Affiliates (1) make no representations or undertakings regarding the treatment of any the Tax-Related Items in connection with any aspect of the Restricted Sharesoption grant, includingincluding the grant, but not limited to, the grant vesting or vesting exercise of the Restricted Shares, option and the subsequent immediate sale of shares of common stock Shares acquired pursuant to such settlement and the receipt of any dividendsexercise; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares this option to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. The Employee also agrees that he or she will not make any claim against the Company, or any of its Directors, Employees or Subsidiaries or Affiliates related to Tax-Related Items arising from this option. The Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to this option or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of the option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. The Employee also understands that applicable laws may require varying Share or option valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee is has become 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 applicablejurisdiction, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) any Subsidiary or Affiliate 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”) is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Employee Participant further acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesPSUs, including, including but not limited toto the grant, the grant vesting or vesting settlement of the Restricted SharesPSUs, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement and the receipt of any dividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Restricted Shares PSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Employee Participant 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 applicablejurisdiction, the Employee 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 Employee Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. . (a) In this regard, the Employee Participant authorizes the Company and/or the Employer or its agent to satisfy the obligations with regard to all Tax-Related Items by one or a combination withholding in Shares to be issued upon settlement of the following methods: (i) requiring payment PSUs. If such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Employee Participant’s acceptance of the PSUs, the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company, Company to sell on demand, by cash, check or other method the Participant’s behalf a whole number of payment Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items. The Participant agrees to execute and deliver such documents as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of reasonably required in connection with the sale of shares of common stock at vesting of the Restricted any Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorizationSection 5(a). (b) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee Participant is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesPerformance Dependent Issuance, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. . (c) Finally, the Employee Participant agrees to pay to the Company, including through withholding from Participant’s salary or other cash compensation paid to the Participant by the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stockShares, if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related ItemsItems (including the obligations set forth in Section 4 above).

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Irrespective of any action taken by the Company or, if differentor the Employer, the Employee’s employer (the “Employer”), Grantee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, social security, national insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Related Items”) ), is and remains the Employeeresponsibility of the Grantee or the Grantee’s responsibility estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following: (1) withholding from the Grantees’ wages or other cash compensation paid to the Grantee by the Company and/or the Employer, or any other payment of any kind otherwise due to the Grantee by the Company and/or the Employer; or (2) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (3) retention of or withholding in shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. (c) Notwithstanding the foregoing in Section 6(b) of the Agreement, the Company, the Employer or their respective agents, as applicable, intend to withhold shares of Stock to be issued upon settlement of the Award having a Fair Market Value that is sufficient to satisfy the Tax-Related Items, unless the Grantee pays the applicable withholding amount in cash prior to any relevant taxable or tax withholding event, in accordance with procedures established by the Company, the Employer or their respective agents, as applicable. Further, if the Grantee is subject to Section 16 of the Exchange Act pursuant to Rule 16a-2 promulgated thereunder, the Company will withhold in shares of Stock unless the use of such withholding method is problematic under applicable law or has materially adverse accounting or tax consequences, in which case, the withholding obligation may be satisfied by one or a combination of methods set forth in Section 6(b)(1) and (2) above. (d) If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full amount of Stock subject to the Award, notwithstanding that an amount of Stock is retained solely for the purpose of paying the Tax-Related Items. (e) In addition, the Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock or the proceeds of the sale of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (f) The Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesAward, the issuance of Stock upon settlement of the Award, the subsequent sale of shares of common stock Stock acquired pursuant to such settlement and the receipt of any dividendsdividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Grantee is 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 applicablejurisdiction, the Employee Grantee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless a. Regardless of any action taken by the Company or, if different, and/or the EmployeeGrantee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax (including federal, state, local and non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or and the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Restricted Shares, including, but not limited toStock Units, the grant or vesting of the Restricted Stock Units and the lapse of restrictions, the transfer and issuance of any Shares, the subsequent sale of shares of common stock acquired pursuant to such settlement and the receipt of any dividendscash payment pursuant to the Award, the receipt of any dividends and the sale of any Shares acquired pursuant to this Award; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Employee is Grantee becomes 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 applicablejurisdiction, the Employee Grantee 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. . b. Prior to any relevant the applicable taxable or tax withholding event, as applicable, the Employee agrees to Grantee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard. c. If the Restricted Stock Units are paid to the Grantee in cash in lieu of Shares, the Employee Grantee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one Employer, or a combination of the following methods: (i) requiring payment by the Employee to the Companytheir respective agents, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.at

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless (a) Regardless of any action taken by the Company oror the Participant’s employer, if different, other than the Employee’s employer Company (the “Employer”), the ultimate liability for takes with respect to any or all federal, state or local income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and that are legally applicable to the Employee Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and that such liability may exceed the amount actually withheld withheld, if any, by the Company or the Employer. The Employee Participant further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited towithout limitation, the grant or vesting issuance of the Restricted Shares, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Participant becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicablejurisdiction, the Employee 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. . (b) Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Employee agrees to Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Participant authorizes the Company and/or the Employer or its agent to satisfy the any applicable withholding obligations with regard regards to all Tax-Related Items by one or withholding a combination number of Shares to be issued upon settlement of the following methods: Award. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the Award would be insufficient to satisfy the tax withholding obligations, or if such withholding in Shares is problematic under applicable tax or securities law or if there is a substantial likelihood that the use of such form of payment would result in adverse treatment for the Company, the Participant authorizes (i) requiring payment by the Employee Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares to be issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligations for Tax-Related Items, (ii) the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding Employer and any Affiliate to withhold an amount from the EmployeeParticipant’s wages or other compensation or require the Participant to make a cash compensation paid payment sufficient to fully satisfy any applicable withholding obligations for Tax-Related Items and (iii) the Employee Company, the Employer and any Affiliate to satisfy any applicable withholding obligations for Tax-Related Items by any other method of withholding determined by the Company and/or and, to the Employer; (iii) withholding from proceeds of extent required by applicable law or the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged Plan, approved by the Company Committee. (on the Employee’s behalf pursuant to this authorizationc) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum applicable rates, in which case the Employee jurisdictions applicable to the Participant. In no event will the Company withhold more than the maximum amount necessary to satisfy any applicable withholding requirements in the applicable jurisdiction. In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the common stock equivalentequivalent in Shares), or if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, the Participant will be deemed, for tax and/or social security contributions and other purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose purposes of paying the Tax-Related Items. Finally, Items due as a result of any aspect of the Employee agrees Participant’s participation in the Plan. (d) The Participant shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Participant expressly acknowledges that the delivery of Shares is conditioned on satisfaction of all Tax-Related Items in accordance with this Section 3, and that the Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Shares if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 As a condition to the grant, vesting, and settlement of the Agreement in its entirety: The Employee RSUs, Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social security contributions (including employer’s social security contributions to the extent such amounts may be lawfully recovered from the Participant), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (or any equivalent or similar taxes, contributions or other relevant tax-related items in any relevant jurisdiction) or required deductions, withholdings or payments legally applicable to him or her and related to the Employee’s receipt, vesting or settlement of the RSUs, the issuance or subsequent sale of the Shares allocated to the RSUs, or the participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the RSUs or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, its Parent, Subsidiaries or Affiliates (the “Company Group”) pursuant to Applicable Laws), such as, but not limited to, personal income tax returns or reporting statements in relation to the receipt, vesting or settlement of the RSUs, the issuance of the Shares allocated to the RSUs, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and/or the Employer Employer: (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited to, the grant receipt, vesting or vesting settlement of the Restricted SharesRSUs, the issuance or subsequent sale of shares of common stock acquired pursuant the Shares allocated to such settlement the RSUs and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Participant also understands that Applicable Laws may require varying RSU or Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if the Employee Participant is subject to Tax-Related Items 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 Employee 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 Pursuant to any relevant taxable or tax withholding eventthis Agreement and subject to Applicable Laws, as applicable, the Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items Participant’s Tax Withholding Obligations by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeParticipant’s wages or other cash compensation paid to the Employee Participant by the Company and/or or the Employer; , (iiiii) withholding from proceeds of the sale of shares of common stock at vesting of Shares acquired pursuant to the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeParticipant’s behalf pursuant to this authorization) without further consent; , (iii) withholding Shares that would otherwise be issued upon settlement of the RSUs or (iiiv) withholding shares of common stock at vesting of such other method as determined by the Restricted SharesCompany. Depending on the withholding methodmethod of satisfying the Tax Withholding Obligations, the Company and/or the Employer may pay, withhold or account for Tax-Related Items such Tax Withholding Obligations by considering applicable minimum statutory withholding rates amounts or other applicable tax or withholding rates, including maximum applicable rates, in which case the Employee Participant will receive a refund of any over-withheld or over-paid amount in cash and will have no entitlement to the common stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items Tax Withholding Obligations that the Company or the Employer may be required to pay, withhold or account for as a result of Participant’s receipt, vesting or settlement of the Employee’s RSUs, the issuance of the Shares allocated to the RSUs or the participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stock, Shares if the Employee Participant fails to comply with the Employee’s his or her obligations in connection with the Tax-Related ItemsTax Withholding Obligations. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s receipt, the vesting and/or settlement of the RSUs, the issuance of Shares allocated to the RSUs and/or the disposition of such Shares. Participant represents that Participant has consulted any tax consultants Participant deems advisable in connection with the receipt of the RSUs, the vesting and/or settlement of the RSUs, the issuance of Shares allocated to the RSUs and/or the disposition of such Shares and that Participant is not relying on the Company (or the Employer) for any tax advice.

Responsibility for Taxes. The following section replaces Section 3 9 of the Agreement in its entirety: The Employee Grantee acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeGrantee’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 EmployeeGrantee’s participation in the Plan and legally applicable to the Employee Grantee (“Tax-Related Items”) is and remains the EmployeeGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesSARs, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted SharesSARs, the subsequent sale of shares of common stock Common Stock acquired pursuant to such settlement exercise and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares SARs to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Grantee is subject to Tax-Related Items 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 Employee Grantee 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 the relevant taxable or tax withholding event, as applicable, the Employee Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Grantee authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by any one or a combination of the following methods: (i) requiring payment by the Employee Grantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the EmployeeGrantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; or (iii) withholding from proceeds of the sale of shares of common stock Common Stock acquired at vesting exercise of the Restricted Shares SARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeGrantee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock Common Stock issuable at vesting exercise of the Restricted SharesSARs. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee Grantee is deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted Sharesexercised SARs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeGrantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee Grantee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable or deemed applicable to the Employee you (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following methods: following: (ia) requiring you to make a payment by the Employee in a form acceptable to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (iib) withholding from the Employee’s your wages or other cash compensation paid payable to the Employee by the Company and/or the Employeryou; or (iiic) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iid) irrespective of any Post-Vest Holding Period, withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on RSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding methodevent, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (b) and (c) above. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable ratesin your jurisdiction(s). In the event of over-withholding, in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the common stock equivalentequivalent in shares of Common Stock) or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock are Common Stock is held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Common Stock if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee Participant acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeParticipant’s employer (the “Employer”) or any Parent or Subsidiary of the Company to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the Employee extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (1A) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Restricted SharesOption, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted SharesOption, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends; dividends or other distributions, and (2B) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. Further, if the Employee Participant is subject to Tax-Related Items Tax Obligations 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 Employee Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Employee Participant acknowledges and agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and/or issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless of any action taken by the Company or, if different, the Employee’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 Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Shares, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Performance Shares, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement and the receipt of any dividendsdividends and/or any dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Performance Shares to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. No Shares will be issued to the Employee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer its agents to satisfy the obligations with regard to all Tax-Related Items by one or a combination withholding in Shares to be issued upon settlement of the following methods: (i) requiring payment by Performance Shares. In the Employee to the Company, on demandevent that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages acceptance of the Award, the Employee authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Employee’s behalf a whole number of Shares from those Shares issued to the Employee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company or the Subsidiary through the Employee’s paycheck or other cash compensation paid to the Employee by the Company and/or the Employer; Subsidiary. The Company or the Subsidiary, in its discretion, may, and with respect to its executive officers (iiias determined by the Company) will withhold an amount equal to two (2) times the Fair Market Value of a Share from the last paycheck or other cash compensation due to the Employee prior to the vesting of the Performance Shares. In the event that the cash amounts withheld by the Company or the Subsidiary exceed the Tax-Related Items that are due after the automatic withholding from proceeds of whole Shares, the Company or the Subsidiary will reimburse the Employee for the excess amounts and the Employee will have no entitlement to the Common Stock equivalent. In addition, the Employee authorizes the Company and/or the Subsidiary, in their sole discretion, in lieu of or in addition to the foregoing and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of shares Shares received as a result of common stock at vesting vesting/settlement of the Restricted Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) authorization without further consent; or ), with the proceeds going toward satisfaction of the Tax-Related Items, (ii) withholding shares of common stock at vesting of require the Restricted SharesEmployee to pay the Tax Related Items in cash or with a cashier’s check or certified check, and/or (iii) withhold all applicable Tax-Related Items legally payable by the Employee from the Employee’s wages or other cash compensation payable to the Employee by the Company and/or the Employer. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees shall pay to pay the Company or and/or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously describeddescribed in this paragraph 8. The Company may refuse shall not be required to issue or deliver the shares or the proceeds any of the sale of shares of common stock, Shares if the Employee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related ItemsItems as described in this paragraph 8.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Employee’s including your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 eventjurisdiction, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable event or tax withholding eventwithholding, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) irrespective of any Post-Vest Holding Period, withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) irrespective of any Post-Vest Holding Period, withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted SharesRSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs, then to the extent that any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee Grantee acknowledges that, regardless of any action taken by the Company or, if different, and/or the Employee’s employer Parent or Subsidiary employing Grantee (the “Employer”), the ultimate liability for any and all income taxtax (including U.S. or non-U.S. federal, state, and/or local taxes), social insurance, payroll fringe benefit tax, fringe benefits payroll tax, payment on account or other tax-related items related to the EmployeeGrantee’s participation in the Plan and legally applicable to Grantee or deemed by the Employee Company or the Employer in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Employer (“Tax-Related Items”) is and remains the EmployeeGrantee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Employee Grantee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Performance Shares, including, but not limited toincluding the grant of the Performance Shares, the grant or vesting of Performance Shares, the Restricted settlement of the Performance Shares, the subsequent sale of shares of common stock any Shares acquired pursuant to such at settlement and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Performance Shares to reduce or eliminate the EmployeeGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee Grantee 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 eventjurisdiction, as applicable, the Employee Grantee 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 Notwithstanding any contrary provision of this Agreement, no payment pursuant to the Performance Shares will be made to Grantee, unless and until satisfactory arrangements (as determined by 1 For the purposes of this Agreement, the phrase “Grantee’s country” refers to any country whose laws and regulations apply to Grantee during the relevant taxable or tax withholding eventtime period, as applicabledetermined by the Company in its sole discretion. Grantee should speak with his or her personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances. the Employee agrees to make adequate arrangements satisfactory Administrator) have been made by Grantee with respect to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to payment of all Tax-Related Items which the Company determines must be withheld with respect to the Performance Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Grantee to satisfy withholding obligations for Tax-Related Items, in whole or in part, by one or a combination more of the following methods: (iwithout limitation): (a) requiring payment by the Employee to the Company, on demand, by paying cash, check or other method of payment as may be determined acceptable by the Company; (iib) withholding from the EmployeeGrantee’s wages or other cash compensation paid to the Employee Grantee by the Company and/or the Employer; , (iiic) withholding from proceeds selling a sufficient number of the sale of shares of common stock at vesting of the Restricted such Shares either through a voluntary sale or through a mandatory sale arranged by the Company otherwise deliverable to Grantee (on the EmployeeGrantee’s behalf pursuant to this authorization) authorization without further consent; ) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise), or (iid) withholding shares of common stock at vesting otherwise deliverable Shares, provided, however, that if Grantee is a Section 16 officer of the Restricted SharesCompany under the Exchange Act, then the obligation for Tax-Related Items will be satisfied only by one or a combination of methods (a) through (c) above. Depending on the withholding method, the The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding ratesrates in Grantee’s country, including maximum applicable rates, in which case the Employee will Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee Grantee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted Performance Shares, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Performance Shares. FinallyNotwithstanding anything in this section to the contrary, to avoid a prohibited distribution under Section 409A of the Employee agrees Code, if Shares underlying the Performance Shares will be withheld (or sold on Grantee’s behalf) to pay the Company or the Employer satisfy any amount of Tax-Related Items that arising prior to the Company or the Employer may be required to withhold or account for as a result date of settlement of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds Performance Shares for any portion of the sale Performance Shares that is considered “nonqualified deferred compensation” subject to Section 409A of shares the Code, the number of common stock, if Shares withheld (or sold on Grantee’s behalf) shall not exceed the Employee fails to comply with number of Shares that equals the Employee’s obligations in connection with liability for the Tax-Related Items. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the EmployeeGrantor and/or Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to the Employee Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company Grantor or the Employer. The Employee Participant further acknowledges that the Company Grantor and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Restricted Shares, including, but not limited toUnits, the grant or vesting of the Restricted SharesUnits, the delivery of shares of Common Stock, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such settlement at vesting and the receipt of any Dividend Equivalents or dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Employee is Participant has become 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 Employee Participant acknowledges that the Company Grantor 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. Notwithstanding anything to the contrary in this Section 4(a), the right of the Grantor or the Employer to withhold any Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Code Section 409A shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Code Section 409A. Prior to any the relevant taxable or tax withholding event, as applicable, the Employee agrees to Participant shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Participant authorizes the Company Grantor and/or the Employer Employer, 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 methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) • withholding from the EmployeeParticipant’s wages or other cash compensation paid otherwise payable to the Employee Participant by the Company Grantor and/or the Employer; (iii) and/or • withholding from the proceeds of the sale of shares of common stock at Common Stock acquired upon vesting of the Restricted Shares Units, either through a voluntary sale or through a mandatory sale arranged by the Company Grantor (on the EmployeeParticipant’s behalf pursuant to this authorization) without further consent; or (ii) and/or • withholding in shares of common stock at Common Stock to be issued upon vesting of the Restricted SharesUnits. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer Grantor may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is Participant will be deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesUnits, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Participant’s participation in the Plan. Finally, Participant shall pay to the Employee agrees to pay the Company Grantor or the Employer any amount of Tax-Related Items that the Company Grantor or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Company Grantor may refuse to issue or deliver the shares or the proceeds of the sale of to Participant any shares of common stock, Common Stock pursuant to the Award if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Employee’s any subsidiary or affiliate or your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, and the subsequent sale of any shares of common stock Common Stock acquired pursuant to such at settlement and the receipt of any dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are subject to Tax-Related Items in more than one jurisdiction between the date of grant Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted SharesRSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the EmployeeGrantor and/or Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the EmployeeParticipant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company Grantor and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Restricted Shares, including, but not limited toStock Units, the grant or vesting of the Restricted SharesStock Units, the delivery of shares of Common Stock, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such settlement at vesting and the receipt of any Dividend Equivalents or dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Award to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 jurisdictionItems. Prior to any the relevant taxable or tax withholding event, as applicable, the Employee agrees to Participant shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related ItemsItems withholding obligations of the Grantor and/or the Employer. In this regard, the Employee Participant authorizes the Company Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from any wages or other cash compensation paid to Participant by the Grantor and/or the Employer. Alternatively, or in addition, Participant authorizes the Grantor and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant by one or a combination of the following methodsfollowing: (i) requiring payment by withholding otherwise deliverable shares of Common Stock, provided that the Employee Grantor only withholds the amount of shares of Common Stock necessary to satisfy the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Companyminimum withholding amount; and (ii) arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s behalf and at Participant’s direction pursuant to this authorization) and withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalentshares. If the obligation for Tax-Related Items is satisfied by withholding in a number of shares of common stockCommon Stock as described herein, for tax purposes, the Employee Participant is deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesAward, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Award. Finally, Participant shall pay to the Employee agrees to pay the Company or Grantor and/or the Employer any amount of Tax-Related Items that the Company or Grantor and/or the Employer may be required to withhold or account for as a result of the EmployeeParticipant’s participation in the Plan that cannot be satisfied by the means previously described. The Company Grantor may refuse to issue or deliver the shares or the proceeds of the sale of to Participant any shares of common stock, Common Stock pursuant to Participant’s Award if the Employee Participant fails to comply with the EmployeeParticipant’s obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for P&G or my Employer takes with respect to any or all income tax, social insurancenational insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains the Employee’s my responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company P&G and/or the my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Restricted Sharesissuance, includingvesting or exercise, but not limited to, the grant or vesting of the Restricted Sharessettlement, the subsequent sale of shares of common stock acquired pursuant to such settlement and acquired, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares Award to reduce or eliminate the Employee’s my liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 jurisdictionItems. Prior to any relevant taxable exercise or tax withholding eventsettlement of an Award, as applicable, the Employee agrees to I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of P&G and/or my Employer. In this regard, the Employee authorizes the Company I authorize P&G and/or the my Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s my wages or other cash compensation paid to the Employee me by the Company P&G and/or the Employer; (iii) withholding my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant that I acquire to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on meet the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (2) withhold in shares of common stockshares, for tax purposes, provided that P&G only withholds the Employee is deemed to have been issued the full number amount of shares of common stock subject necessary to satisfy the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Itemsminimum withholding amount. Finally, the Employee agrees I shall pay to pay the Company P&G or the my Employer any amount of Tax-Related Items that the Company P&G or the my Employer may be required to withhold or account for as a result of the Employee’s my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to issue or honor the exercise and refuse to deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails I fail to comply with the Employee’s my obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. (a) The following section replaces Section 3 of the Agreement in its entirety: The Employee Awardee acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeAwardee’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 withholding relating to the EmployeeAwardee’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains the EmployeeAwardee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Employee Awardee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Award, includingincluding the grant, but not limited to, the grant or vesting (including on account of the Restricted SharesAwardee’s termination of Service as described in Section 4(d)) and settlement of the Stock Award, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement the Stock Award and the receipt of any dividendsdividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Stock Award to reduce or eliminate the EmployeeAwardee’s liability for Tax-Related Items or achieve any particular tax resultItems. Further, if the Employee Awardee 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 applicablejurisdiction, the Employee Awardee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee . (b) The Awardee authorizes the Company and/or the Employer to satisfy to, in the obligations with regard to sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment legally payable by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding Awardee from the EmployeeAwardee’s wages or other cash compensation paid to the Employee Awardee by the Company and/or the Employer; (iii) withholding , within legal limits, or from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding methodAlternatively, or in addition, if permissible under local law, the Company and/or the Employer may withhold in its sole discretion (1) sell or account arrange for the sale of Shares that the Awardee acquires pursuant to the Stock Award to meet the withholding obligation for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding ratesItems, including maximum applicable rates, and/or (2) withhold in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement Shares otherwise payable pursuant to the common stock equivalentStock Award, provided that the Company and/or the Employer only withholds the amount of Shares necessary to satisfy not more than the maximum withholding amount. If the obligation for Tax-Related Items is satisfied by withholding in shares a number of common stockShares as described herein, for tax purposes, the Employee Awardee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted Sharesvested/settled Stock Awards, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. . (c) Finally, the Employee agrees Awardee shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeAwardee’s participation in the Plan or the Awardee’s acquisition of Shares pursuant to the Stock Award that canis not be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, Shares if the Employee Awardee fails to comply with the EmployeeAwardee’s obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Employee’s any subsidiary or affiliate or your employer (the “Employer”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such settlement at vesting and the receipt of any dividendsdividends and/or Dividend Equivalents; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are subject to Tax-Related Items in more than one jurisdiction between the date of grant Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges you acknowledge 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Employee authorizes RSUs, you authorize the Company and/or the Employer Employer, 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 methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the Employer; or (iiib) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted SharesRSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer Employer, including through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to RSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless i. Regardless of any action taken by the Company or, if different, or the Employee’s employer (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the EmployeeRecipient’s participation in the Plan and legally applicable to the Employee (“Tax-Related Items”) ), the Recipient acknowledges that the ultimate liability for all Tax-Related Items owed by the Recipient is and remains the EmployeeRecipient’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Sharesthis Award, including, but not limited to, including the grant or vesting of the Restricted Shares, this Award or the subsequent sale of shares of common stock Shares acquired pursuant to such settlement and the receipt of any dividendsthis Award; and (2ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares this Award to reduce or eliminate the EmployeeRecipient’s liability for Tax-Related Items or achieve any a particular tax result. Further, if the Employee Recipient 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 applicablejurisdiction, the Employee Recipient acknowledges and agrees that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ii. Prior to any relevant taxable or tax withholding event, as applicable, applicable the Employee Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Recipient authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the EmployeeRecipient’s wages or other cash compensation paid to the Employee Recipient by the Company and/or or the Employer; (iiiii) withholding from the proceeds of the sale of shares of common stock at Shares acquired upon vesting of the Restricted Shares this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the EmployeeRecipient’s behalf pursuant to this authorization) without further consent; (iii) withholding Shares to be issued upon vesting of this Award; or (iiiv) withholding shares any other method determined by the Committee and permitted by applicable laws. Notwithstanding the foregoing, if the Recipient is subject to the short-swing profit rules of common stock Section 16(b) of the Exchange Act, the Company will withhold in Shares issuable at vesting of the Restricted SharesAward upon the relevant withholding event, unless otherwise determined by the Committee. iii. Depending on the withholding method, the The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will Recipient may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the common stock equivalentequivalent in Shares), or, if not refunded, the Recipient may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares, for tax purposes, the Employee Recipient is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related Items. iv. Finally, the Employee agrees Recipient shall pay to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the EmployeeRecipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Shares or the proceeds of from the sale of shares of common stockShares, if the Employee Recipient fails to comply with the EmployeeRecipient’s obligations in connection with the Tax-Related Items, as described in this Section 9.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”)your employer, the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related tax‑related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer (“Tax-Related Items”) ), is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employeryour employer. The Employee You further acknowledges acknowledge that the Company and/or the Employer your employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOptions, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted SharesOptions, the subsequent sale of shares of common stock Stock acquired pursuant to such settlement exercise and the receipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Options to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you are 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 Employee acknowledges you acknowledge that the Company and/or the Employer your 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 the relevant taxable or tax withholding event, as applicable, the Employee agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes you authorize the Company and/or the Employer your employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or your employer. Alternatively, or in addition, the Employer; Company or your employer may (iiii) withholding withhold from proceeds of the sale of shares of common stock at vesting Stock acquired upon exercise of the Restricted Shares Options either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) authorization without further consent; or ), and/or (ii) withholding withhold in shares of common stock at vesting Stock to be issued upon exercise of the Restricted SharesOptions, provided, however, that withholding in shares of Stock shall be subject to approval by the Committee to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax withholding event. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock Stock equivalent. If the obligation for Tax-Related Items obligation is satisfied by withholding in reducing the number of shares of common stockStock issued upon exercise of the Options, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Stock subject to the vested Restricted SharesOptions, notwithstanding that a number of the shares of common stock Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees you agree to pay to the Company or the Employer your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan or your purchase of shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or honor the exercise and refuse to deliver the shares of Stock or the proceeds of the sale of shares of common stock, Stock to you if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by Micro or the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for Employer 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 EmployeeAwardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Employee Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”) ), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the EmployeeAwardee’s responsibility and may exceed the amount actually withheld by the Company Micro or the Employer. The Employee Awardee further acknowledges that the Company Micro and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesStock Unit Award, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesStock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement the Restricted Stock Unit Award and the receipt of any dividendsdividends or other distributions, if any; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Stock Unit Award to reduce or eliminate the EmployeeAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is Awardee has become 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 Employee Awardee acknowledges that the Company Micro 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 Employee agrees to Awardee will pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee Awardee authorizes the Company Micro and/or the Employer Employer, or their respective agents, at their sole discretion and pursuant to such procedures as they may specify from time to time, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a combination of the following methodsfollowing: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii1) withholding from the EmployeeAwardee’s wages or other cash compensation paid to the Employee Awardee by the Company Micro and/or the Employer; (iii2) withholding from proceeds of the sale of shares of common stock at vesting of Shares acquired pursuant to the Restricted Shares Stock Unit Award, either through a voluntary sale or through a mandatory sale arranged by the Company Micro (on the EmployeeAwardee’s behalf pursuant to this authorization) without further consent); or (ii3) withholding shares of common stock at vesting of in Shares acquired pursuant to the Restricted SharesStock Unit Award. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer Micro may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockShares as described herein, for tax purposes, the Employee Awardee is deemed to have been issued the full number of shares of common stock Shares subject to the vested Restricted SharesStock Unit Award, notwithstanding that a number of the shares of common stock Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Employee agrees Awardee will pay to pay the Company Micro or the Employer any amount of Tax-Related Items that the Company Micro or the Employer may be required to withhold or account for as a result of the EmployeeAwardee’s participation in the Plan or Awardee’s acquisition of Shares that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of common stock, Shares if the Employee Awardee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee Participant acknowledges that, regardless of any action taken by the Company or, if different, the EmployeeParticipant’s employer or any Parent or Subsidiary of the Company to which Participant is providing services (together, the “EmployerService Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all income taxfederal, social insurancenational, payroll taxstate, fringe benefits tax, payment on account non-U.S. and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the EmployeeParticipant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the Employee extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the EmployeeParticipant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Employee Participant further acknowledges that the Company and/or the Employer no Service Recipient (1A) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Restricted SharesOption, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted SharesOption, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends; and dividends or other distributions, or (2B) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. Further, if the Employee Participant is subject to Tax-Related Items Tax Obligations 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 Employee Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Withholding Obligations (as defined below) in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Employee Participant acknowledges and agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Employee authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer; (iii) withholding from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company orCompany, if different, the Employee’s any subsidiary or affiliate or your employer (the “Employer”) takes with respect to any or all income tax (including federal, state and local taxes), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Employee’s your participation in the Plan and legally applicable to you or deemed by the Employee Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Tax Related Items”) ), you acknowledge that the ultimate liability for all Tax Related Items is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (1a) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Restricted Sharesconversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of common stock Common Stock acquired pursuant to such settlement at vesting and the receipt of any dividendsdividends and/or Dividend Equivalents; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Tax Related Items or achieve any particular tax result. Further, if the Employee is you have become subject to Tax-Related Items tax in more than one jurisdiction between the date of grant Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicableyou shall pay, the Employee agrees to or make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Tax Related Items. In this regard, the Employee authorizes you authorize the Company and/or or the Employer to satisfy the obligations with regard to withhold all Tax-applicable Tax Related Items legally by one or a combination of the following methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (iia) withholding from the Employee’s your wages or other cash compensation paid payable to the Employee you by the Company and/or or the Employer; or (iiib) withholding from proceeds of from the sale of shares of common stock at vesting Common Stock to be issued on the vesting/settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) without further consent); or or (iic) withholding in shares of common stock at vesting Common Stock to be issued on the vesting/settlement of the Restricted SharesRSUs. Depending on the withholding methodTo avoid negative accounting treatment, the Company and/or the Employer may withhold or account for Tax-Tax Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Tax Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted Sharesaward of RSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying Tax Related Items due as a result of any aspect of your participation in the Tax-Related ItemsPlan. Finally, you shall pay to the Employee agrees to pay the Company Company, a subsidiary or the your Employer (as applicable) any amount of Tax-Tax Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares Common Stock, their cash equivalent or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s obligations your obligation in connection with the Tax-Tax Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for P&G or my Employer 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 Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”) ), I acknowledge that the ultimate liability for all Tax-Related Items is and remains the Employee’s my responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company P&G and/or the my Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Restricted Sharesissuance, includingvesting or exercise, but not limited to, the grant or vesting of the Restricted Sharessettlement, the subsequent sale of shares of common stock acquired pursuant to such settlement and acquired, the receipt of any dividendsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Shares Award to reduce or eliminate the Employee’s my liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 jurisdictionItems. Prior to any relevant taxable exercise or tax withholding eventsettlement of an Award, as applicable, the Employee agrees to I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of P&G and/or my employer. In this regard, the Employee authorizes the Company I authorize P&G and/or the my Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the Employee’s my wages or other cash compensation paid to the Employee me by the Company P&G and/or the Employer; (iii) withholding my Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant that I acquire to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on meet the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (2) withhold in shares of common stockshares, for tax purposes, provided that P&G only withholds the Employee is deemed to have been issued the full number amount of shares of common stock subject necessary to satisfy the vested Restricted Shares, notwithstanding that a number of the shares of common stock are held back solely for the purpose of paying the Tax-Related Itemsminimum withholding amount. Finally, the Employee agrees I shall pay to pay the Company P&G or the my Employer any amount of Tax-Related Items that the Company P&G or the my Employer may be required to withhold or account for as a result of the Employee’s my participation in the Plan or my purchase of shares that cannot be satisfied by the means previously described. The Company P&G may refuse to issue or honor the exercise and refuse to deliver the shares or the proceeds of the sale of shares of common stock, if the Employee fails I fail to comply with the Employee’s my obligations in connection with the Tax-Related ItemsItems as described in this section. In recognition of your contributions to the future success of the business, The Procter & Xxxxxx Company (“Company”) hereby grants to you two options to purchase shares of Procter & Xxxxxx Common Stock as follows: This Award is granted in accordance with and subject to the terms of The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan (including any applicable sub-plan) (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Xxxxxx 2014 Stock and Incentive Compensation Plan and the Regulations and Sub Plans by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Xxxxxxxx.XX@xx.xxx for assistance.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for Affiliate employing or retaining you 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 Employee’s your participation in the Plan and legally applicable to the Employee you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Employee’s your responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate employing or retaining you. The Employee You further acknowledges acknowledge that the Company and/or the Employer Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted SharesRSUs, the subsequent sale of shares of common stock Common Stock acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares RSUs to reduce or eliminate the Employee’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee is you have become subject to Tax-Related Items tax in more than one jurisdiction between the date of grant RSU Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges you acknowledge that the Company and/or the Employer Affiliate employing or retaining you (or former employerformerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (a) Prior to any relevant taxable or tax withholding event, as applicable, the Employee agrees to you will pay or make adequate arrangements satisfactory to the Company and/or the Employer Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, the Employee authorizes you authorize the Company and/or the Employer Affiliate employing or retaining you, 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 methods: following: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii1) withholding from the Employee’s your wages or other cash compensation paid to the Employee you by the Company and/or the EmployerAffiliate employing or retaining you; or (iii2) withholding from proceeds of the sale of shares of common stock at vesting Common Stock acquired upon settlement of the Restricted Shares RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s your behalf pursuant to this authorization) without further consent); or or (ii3) withholding in shares of common stock at vesting Common Stock to be issued upon settlement of the Restricted Shares. Depending on the withholding methodRSUs. (b) To avoid negative accounting treatment, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stockCommon Stock, for tax purposes, the Employee is you are deemed to have been issued the full number of shares of common stock Common Stock subject to the vested Restricted SharesRSUs, notwithstanding that a number of the shares of common stock Common Stock are held back solely for the purpose of paying the Tax-Related Items. . (c) Finally, the Employee agrees you shall pay to pay the Company or the Employer Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Employer Affiliate employing or retaining you may be required to withhold or account for as a result of the Employee’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of common stockCommon Stock, if the Employee fails you fail to comply with the Employee’s your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The following section replaces Section 3 of the Agreement in its entirety: The Employee acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Employee’s employer (the “Employer”), the ultimate liability for Employer 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 Employee’s participation in the Plan and legally applicable to the Employee withholding (“Tax-Related Items”) ), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains the Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted SharesOption grant, includingincluding the grant, but not limited to, the grant vesting or vesting exercise of the Restricted SharesOption, the subsequent sale of shares of common stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Shares Option to reduce or eliminate the EmployeeOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee 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 Employee 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 jurisdictionItems. Prior to any relevant taxable exercise of the Option, Optionee shall pay or tax withholding event, as applicable, the Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, the Employee Optionee authorizes the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the following methods: (i) requiring payment by the Employee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding Optionee from the EmployeeOptionee’s wages or other cash compensation paid to the Employee Optionee by the Company and/or the Employer; (iii) withholding Employer or from proceeds of the sale of shares of common stock at vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to this authorization) without further consent; or (ii) withholding shares of common stock at vesting of the Restricted Shares. Depending on the withholding methodAlternatively, or in addition, if permissible under local law, the Company and/or may (1) sell or arrange for the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory sale of Shares that Optionee acquires to meet the withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (2) withhold in shares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of common stock subject to the vested Restricted Shares, notwithstanding provided that a number the Company withholds only the amount of Shares necessary to satisfy the shares of common stock are held back solely for the purpose of paying the Tax-Related Itemsminimum withholding amount. Finally, the Employee agrees Optionee shall pay to pay the Company only or the Employer any amount of Tax-Related Items that the Company only or the Employer may be required to withhold or account for as a result of the EmployeeOptionee’s participation in the Plan or the purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to issue or honor the exercise and refuse to deliver the shares or the proceeds of the sale of shares of common stock, Shares if the Employee Optionee fails to comply with the Employee’s his or her obligations in connection with the Tax-Related ItemsItems as described in this section.