Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends 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 Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 UnitsPlan, including, but not limited to, the grant grant, vesting or vesting exercise (if applicable) of the UnitsAward, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired pursuant to such settlement the Award and the receipt of any dividends and/or any Dividend Equivalentsdividends, dividend equivalents or other distributions with respect to the shares of Common Stock; and (2b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory acceptable to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their sole discretion, to satisfy any applicable withholding obligations or rights with regard to all obligation for Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of and/or the Company Group; Employer; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from the proceeds of the sale of any shares of Stock, Common Stock acquired pursuant to the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring ; (iii) withholding from any shares of Common Stock to be delivered to the Participant pursuant to make a payment in cash or by check; v. the Award; and/or (iv) any other method of withholding approved by the Company and and, to the extent required by applicable laws law or the Plan, approved by the Committee; or vi. and in each caseDepending on the withholding method, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under and/or the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the jurisdiction(s) applicable to the Participant’s jurisdiction(s). In the event of any over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no without interest and without entitlement to the equivalent amount in shares of Common Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject of Common Stock to which he or she is entitled pursuant to the vested UnitsAward, notwithstanding that a number of shares of Common Stock are withheld to satisfy the shares is held back solely obligation for the purpose of paying the Tax-Related Items. The 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds from of the sale of shares of Stock to the Participant Common Stock, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends 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 Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. withholding from the Participant’s 's wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s 's behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s 's jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges and agrees that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Subsidiary to which Participant is providing services (the “EmployerService Recipient”), 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant 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 Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, or the subsequent sale of shares of Stock Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the EmployerService Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s salary, wages or other cash compensation payable to the Participant by the Company or any member of and/or the Company Group; Service Recipient; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares of Stock, the Shares subject to the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ; (iii) withholding Shares subject to the Restricted Stock Units; or (iv. requiring the Participant to make a payment in cash or by check; v. ) any other method of withholding approved determined by the Company and Administrator to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with Applicable Laws. Notwithstanding the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committeeforegoing, if the Participant is a subject to Section 16 officer of the Company under Exchange Act at the Exchange Act, then time the method of withholding (obligation for Tax-Related Items other than becomes due, the Administrator will satisfy any applicable withholding obligation by directing the Company to withhold Shares subject to the Restricted Stock Units (except in the case of U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that which become payable in a year prior to the year in which shares of Stock the Shares are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveissued). (c) The Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of StockShares), or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundService Recipient. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued received the full number of shares Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares Shares is held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares the Shares acquired upon vesting of the Restricted Stock to the Participant Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision supplements Section 4(d) of the Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”)Service Recipient, 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the EmployerService Recipient. The 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 UnitsRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsRSUs, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsRSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying satisfying the Tax-Related ItemsWithholding Taxes. (c) Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related ItemsWithholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the 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. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsAward, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsAward; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees, if requested by the Company, to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items Items. In furtherance and payment on account obligations not in limitation of the Company and/or the Employer. In this regardforegoing, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company and/or the Employer; or any member of (ii) withholding from the Company Group; ii. withholding shares of Stock that otherwise would payment to be issued made to the Participant upon settlement of Units; iii. withholding from proceeds vesting or settlement, as the Company may determine, of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ivAward. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the rates. (c) The Participant may receive a refund from agrees to pay to the Company or the Employer any amount of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock make a payment pursuant to the Participant this Agreement if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges and agrees that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Subsidiary to which Participant is providing services (the “EmployerService Recipient”), 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant 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 Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, or the subsequent sale of shares of Stock Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the EmployerService Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s salary, wages or other cash compensation payable to the Participant by the Company or any member of and/or the Company Group; Service Recipient; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares of Stock, the Shares subject to the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ; (iii) withholding Shares subject to the Restricted Stock Units; or (iv. requiring the Participant to make a payment in cash or by check; v. ) any other method of withholding approved determined by the Company and Administrator to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with Applicable Laws. Notwithstanding the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committeeforegoing, if the Participant is a subject to Section 16 officer of the Company under Exchange Act at the Exchange Act, then time the method of withholding (obligation for Tax-Related Items other than becomes due, the Administrator will satisfy any applicable withholding obligation by directing the Company to withhold Shares subject to the Restricted Stock Units (except in the case of U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that which become payable in a year prior to the year in which shares of Stock the Shares are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveissued). (c) The Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of StockShares), or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundService Recipient. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued received the full number of shares Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares Shares is held back solely for the purpose of paying the Tax-Related Items. (d) Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares the Shares acquired upon vesting of Stock to the Participant Award, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of any shares of Stock acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, may satisfy, or allow the Participant to satisfy any applicable satisfy, the withholding obligations or rights obligation with regard to all Tax-Related Items by one or a combination ofany of the following: i. withholding from (1) if permitted by the Committee, surrendering shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date; or (2) if permitted by the Committee, by authorizing a third party to sell, on behalf of the Participant’s wages or other cash compensation payable to , the Participant by the Company or any member appropriate number of the Company Group; ii. withholding shares of Stock that otherwise would be issued issuable to the Participant upon settlement the exercise of Units; iii. withholding from proceeds the Option and to remit to the Company a sufficient portion of the sale of shares of Stockproceeds. The Company and/or the Employer have the right and option, through a voluntary sale or through a mandatory sale arranged by but not the Company (on obligation, to treat the Participant’s behalf pursuant failure to this authorization without further consent); iv. requiring the Participant provide timely payment of any tax withholding with regard to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for all Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes as the Participant’s election to satisfy all or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement portion of the Units) shall be through a tax withholding of Shares under (iipursuant to Section 2(a)(iii)(1) above. (c) The . Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in rates. If the Participant’s jurisdiction(s). In the event of over-withholdingmaximum rate is used, the Participant may receive a refund from the Company of any over-withheld amount may be refunded to the Participant in cash by the Company or Employer (with no entitlement to the equivalent in shares of Stock)share equivalent) or, or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundauthorities. If the obligation for Tax-Related Items is satisfied by withholding in any shares of Stockdeliverable to the Participant, for tax purposes, the Participant will be is deemed to have been issued the full number of shares subject to the vested Unitsexercised Option, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Finally, the Participant agrees to pay to the Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale Employer any amount of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsItems that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsAward, including, but not limited to, the grant or vesting of the UnitsAward, the subsequent sale of any shares of Stock acquired pursuant to such settlement the Award and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, may satisfy, or allow the Participant to satisfy any applicable satisfy, the withholding obligations or rights obligation with regard to all Tax-Related Items by one any of the following, or a combination ofthereof: i. withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary or affiliate of the Company Group that legally employs the employee Company, 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 account, or other tax-related items related to the Participant’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 Participant Company or the Employer (“Tax-Related Items”) ), is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate, and/or the Employer Employer: (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Unitssettlement of the RSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to such settlement at settlement, and the receipt of any dividends and/or any Dividend Equivalents; and (2b) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) Prior to any . In connection with the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of that require withholding by the Company and/or or the Employer. In this regard, by your acceptance of the Participant authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from the Participant’s your wages or other cash compensation payable to the Participant by the Company or any member of the Company Group;you; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (c) withholding from proceeds of the sale of shares of Stock, Common Stock delivered upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (d) withholding in shares of Common Stock to be delivered upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, if the Participant is you are a Section 16 officer of the Company under the Securities Exchange ActAct of 1934, as amended, 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 of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes that may require withholding may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (b) shall be through a withholding of Shares under and (c) above or (ii) above. (c) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum withholding rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant you may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock)) or, or if not refunded by the Companyrefunded, the Participant must you may seek a refund from the local tax authorities authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundEmployer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be you are deemed to have been issued received the full number of shares subject to of Common Stock in respect of the vested UnitsRSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, 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 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 pay cash in settlement of the proceeds from the sale of shares of Stock to the Participant RSUs if the Participant fails you fail to comply with his or her 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 is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released for sale 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. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary or affiliate of the Company Group that legally employs the employee Company, 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 Participant’s your participation in the Plan and legally applicable to you or deemed by the Participant 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 Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant 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 Performance Share Units, including, but not limited toincluding the grant of the Performance Share Units, the grant or vesting of Performance Share Units, the Unitsconversion of the Performance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares of Stock any Shares acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Share Units to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) . Prior to any the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, by your acceptance of the Participant authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s your wages or other cash compensation payable to the Participant you by the Company or any member of and/or the Company Group;Employer; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the Performance Share Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (c) withholding in Shares to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyPerformance Share Units; provided, however, that, unless otherwise determined by the Committee, if the Participant is you are a Section 16 officer of the Company under the Securities Exchange ActAct 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 of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (a) shall be through a withholding of Shares under and (iib) above. (c) . The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant in which case you may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShare equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be you are deemed to have been issued the full number of shares Shares subject to the vested Performance Share Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, 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 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 Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails you fail to comply with his or her 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. (a) The Participant Awardee acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee entity to which Awardee is providing Service (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 ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”) ), is and remains the ParticipantAwardee’s responsibility and may exceed the amount, if any, actually any amount withheld by the Company or the Employer. The Participant 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 UnitsStock Award, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsStock Award, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsor other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Stock Award to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Awardee is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant as applicable, 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. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to . Awardee authorizes the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations to, in the sole discretion of the Company and/or the Employer. In this regard, the Participant authorizes withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of StockShares. Alternatively, through a voluntary sale or through a mandatory sale arranged by in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of Shares that Awardee acquires to meet the withholding obligation for Tax-Related Items (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make a payment , and/or (2) withhold in cash or by check; v. any other method of withholding approved by Shares, provided that the Company and only withholds the amount of Shares necessary to satisfy the extent required by applicable laws or minimum withholding amount. Notwithstanding the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committeeforegoing, if the Participant Awardee is a Section 16 an officer of the Company under within the meaning of the Exchange Act, then the Company will withhold in Shares unless the use of such withholding method of withholding (is not practicable under applicable tax or securities laws or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (1) shall be through a withholding of Shares under and (ii2) above. (c) The . Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may which case Awardee will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be Awardee is deemed to have been issued the full number of shares Shares subject to the vested UnitsStock Award, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, Awardee 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 Awardee’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 Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant Awardee fails to comply with his or her Awardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsRSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Tax‑Related Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon settlement of the RSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company Group;Employer, ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);) and/or iv. (c) requiring the Participant to make tender a cash payment in cash or by check; v. any other method of withholding approved by to the Company and to or an Affiliate in the extent required by applicable laws or amount of the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyTax-Related Items; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding methods described in this Section 6 (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Unitsa), (b) shall be through a withholding of Shares under (ii) above. and (c) The will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related ItemsShares. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of and/or the Company Group that legally employs the employee 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 Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Award, including the grant of the Stock Units, including, but not limited to, the grant or vesting of the Stock Units, the delivery of Shares, the subsequent sale of shares of Stock any Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to Tax-Related Items tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretionits discretion and pursuant to such procedures as it may specify from time to time, to satisfy any applicable withholding and all other obligations or rights with regard to all Tax-Related Items legally payable by the Participant by one or a combination ofof the following: i. (a) withholding from the Participant’s any wages or other cash compensation payable to the Participant by the Company and/or the Employer; (b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or any member paid upon vesting/settlement of the Company GroupAward; ii. withholding shares (c) arranging for the sale of Stock that Shares otherwise would be issued deliverable to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make , including selling shares as part of a payment block trade with other Participants in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by ; or (d) withholding from the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer proceeds of the Company under the Exchange Act, then the method sale of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued Shares acquired upon vesting/settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Award. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares a number of StockShares as described herein, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsAward, notwithstanding that a number of the shares is Shares 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. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant any Shares pursuant to the Participant’s Award if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related ItemsItems as described in this Section.

Responsibility for Taxes. (a) The Participant Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, any member of the Company Group that legally employs the employee 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 ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) ), is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant 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 Stock Units, including, including but not limited to, the grant grant, vesting or vesting settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Employee is subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the ParticipantEmployee’s wages or other cash compensation payable paid to the Participant Employee by the Company or any member of and/or the Company Group;Employer; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares of Stock, Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantEmployee’s behalf pursuant to this authorization without further consent);; or iv. requiring the Participant to make a payment (c) withholding in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are to be issued upon settlement of the Restricted Stock Units) shall be through a . Depending on the withholding of Shares under (ii) above. (c) The method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant which case Employee may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundStock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be Employee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares is of Stock are held back solely for the purpose of paying the Tax-Related Items. Employee agrees to pay to the Company or the Employer, including through withholding from Employee’s wages or other cash compensation paid to Employee 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 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 of Stock or the proceeds from of the sale of shares of Stock to the Participant Stock, if the Participant Employee fails to comply with his or her Employee’s obligations in connection with the Tax-Related Items. Notwithstanding the preceding provisions of this Paragraph 3, Employee’s liability with respect to Tax-Related Items shall be subject to any international tax assignment agreement then in effect between Employee and the Company, the Employer or any of their respective affiliates or any tax policies or procedures applicable to the Employee’s home country, and in the event of any conflict between the terms of this Paragraph 3 and the terms of such international tax assignment agreement or such tax policies or procedures, the terms of such international tax assignment agreement or such tax policies or procedures, as applicable, shall control.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) ), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges 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 Stock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 . In connection with any relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Full payment of the Tax-Related Items and shall be made by any of the following, or a combination thereof, subject to the Committee’s or Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the RSUs; (iv) through same-day voluntary or involuntary (on account obligations of Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant authorizes and directs the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights obligation with regard to all Tax-Related Items by one or a combination of: i. of the methods above. Depending on the withholding from the Participant’s wages or other cash compensation payable to the Participant by method, the Company or any member of and/or the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company Employer may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s) (up to the rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable). In If the event of overCompany and/or the Employer withhold more than the amount necessary to satisfy the liability for Tax-withholdingRelated Items, the Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock)Shares, or if not refunded by the Companyrefunded, the Participant must may be able to seek a refund from the local applicable tax authorities. If the Company and/or the Employer withhold less than the amount necessary to satisfy the liability for Tax-Related Items, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the extent Company and/or the Participant wishes to recover the over-withheld amount in the form of a refundEmployer. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsRestricted Unit Award, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsRestricted Unit Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Restricted Unit Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees, if requested by the Company, to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items Items. In furtherance and payment on account obligations not in limitation of the Company and/or the Employer. In this regardforegoing, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company and/or the Employer; or any member of (ii) withholding from the Company Group; ii. withholding shares of Stock that otherwise would payment to be issued made to the Participant upon settlement of Units; iii. withholding from proceeds vesting or settlement, as the Company may determine, of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); ivRestricted Unit Award. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the rates. (c) The Participant may receive a refund from agrees to pay to the Company or the Employer any amount of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock make a payment pursuant to the Participant this Agreement if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, any member of the Company Group that legally employs the employee 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 ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) ), is and remains the ParticipantEmployee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or and/or the Employer. The Participant 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 Stock Units, including, including but not limited to, the grant grant, vesting or vesting settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Employee is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Participant 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. (b) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the ParticipantEmployee’s wages or other cash compensation payable paid to the Participant Employee by the Company or any member of and/or the Company Group;Employer; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares of Stock, Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantEmployee’s behalf pursuant to this authorization without further consent);; or iv. requiring the Participant to make a payment (c) withholding in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are to be issued upon settlement of the Restricted Stock Units) shall be through a . Depending on the withholding of Shares under (ii) above. (c) The method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may which case Employee will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundStock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be Employee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares is of Stock are held back solely for the purpose of paying the Tax-Related Items. Employee agrees to pay to the Company or the Employer, including through withholding from Employee's wages or other cash compensation paid to Employee 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 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 of Stock or the proceeds from of the sale of shares of Stock to the Participant Stock, if the Participant Employee fails to comply with his or her Employee’s obligations in connection with the Tax-Related Items. Notwithstanding the preceding provisions of this Paragraph 3, Employee’s liability with respect to Tax-Related Items shall be subject to any international tax assignment agreement then in effect between Employee and the Company, the Employer or any of their respective affiliates or any tax policies or procedures applicable to the Employee’s home country, and in the event of any conflict between the terms of this Paragraph 3 and the terms of such international tax assignment agreement or such tax policies or procedures, the terms of such international tax assignment agreement or such tax policies or procedures, as applicable, shall control.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends [and/or any Dividend Equivalentsdividend equivalents]; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the 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. (bii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (1) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (2) withholding from proceeds of the sale of shares Shares acquired upon vesting/settlement of Stock, the Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization);; or iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined (3) if authorized by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior Shares to the year in which shares of Stock are be issued upon vesting/settlement of the Units) shall be through a withholding of Shares under (ii) above. (ciii) The To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Units, notwithstanding that a number of the shares is Shares 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. (iv) Finally, the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision supplements Section 12 of the Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsRSUs, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; or (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization);; or iv. requiring (iii) withholding in Shares to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a subject to Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (i) shall be through a withholding of Shares under and (ii) above. (c) The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsRSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. (d) Finally, the 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items. (e) Notwithstanding anything to the contrary in the Plan or in Section 12 of the 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. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsother distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofby: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; or (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Shares acquired at exercise of Stock, the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization) without further consent);; or iv. requiring (iii) withholding in Shares to be issued upon exercise of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyOption; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a subject to Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (i) shall be through a withholding of Shares under and (ii) above. (c) The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Unitsportion of the Option that is exercised, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items (d) The 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items. (e) Notwithstanding anything to the contrary in the Plan or in Section 6(b) of the Nonqualified Stock Option 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. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Stock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividend 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 Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, the 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 Participant shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (1) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company and/or the Employer; or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (2) withholding from proceeds of the sale of shares Shares acquired upon vesting/settlement of Stock, the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and (3) withholding in each case, under such rules as may Shares to be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon vesting/settlement of the Restricted Stock Units) shall be through a withholding of Shares under (ii) above. (c) The . To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares is Shares 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. (c) Finally, the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company oror the Employer, if differenttakes with respect to any or all federal, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all state or local income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that such liability may exceed the amountamount actually withheld, if any, actually withheld by the Company or the Employer. The 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 UnitsAward, including, but not limited towithout limitation, the grant grant, vesting or vesting payment of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsAward; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction, the 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 Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. (i) withholding from the amount of the cash payment made pursuant to the Award, the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer or any member of the Company Group; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. ) any other method of withholding approved determined by the Company and and, to the extent required by applicable laws law or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates applicable in the jurisdictions applicable to the Participant’s jurisdiction(s). 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 from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock)cash, or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemsauthorities.

Responsibility for Taxes. This provision supplements Section 11 of the Amended and Restated Restricted Stock Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsRestricted Stock, including, but not limited to, the grant or vesting of the UnitsRestricted Stock, the subsequent sale of shares of Stock acquired any Shares which become vested pursuant to such settlement and this agreement, the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; or (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares of StockShares which become vested pursuant to this Agreement, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and (iii) withholding in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyShares which become vested pursuant to this Agreement; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (i) shall be through a withholding of Shares under and (ii) above. (c) The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsRestricted Stock, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. (d) The 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue the Shares or deliver the shares proceeds of Stock or the proceeds from the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items. (e) Notwithstanding anything to the contrary in the Plan or in Section 11 of the Amended and Restated Restricted Stock 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. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsRSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends 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 Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction, the 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. (bii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one withholding in Shares to be issued upon vesting/settlement of the RSUs. In the event that such withholding in Shares is problematic under applicable tax or a combination of: i. withholding from securities law or has materially adverse accounting consequences, by the Participant’s wages or other cash compensation payable to acceptance of the RSUs, the Participant by authorizes and directs the Company and/or the Employer, or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued their respective agents, to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (sell on the Participant’s behalf pursuant a whole number of Shares from those Shares issued to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method at vesting/settlement of withholding approved by the RSUs as the Company and determines to the extent required by be appropriate to generate cash proceeds sufficient to satisfy any applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance withholding obligations with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for regard to all Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveItems. (ciii) The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable withholding rates, in the jurisdiction(s) applicable to the Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsRSUs, notwithstanding that a number of the shares is Shares 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. (iv) Finally, the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary or affiliate of the Company Group that legally employs the employee Company, 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 Participant’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 Participant Company or the Employer (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant 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 UnitsMSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the MSUs, the grant or vesting of MSUs, the Unitsconversion 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 acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units MSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) Prior to any . In connection with the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of that require withholding by the Company and/or or the Employer. In this regard, by your acceptance of the Participant authorizes MSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from the Participant’s your wages or other cash compensation payable to the Participant by the Company or any member of the Company Group;you; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (c) withholding from proceeds of the sale of shares of Stock, Common Stock acquired upon settlement of the MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (d) withholding in shares of Common Stock to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyMSUs; provided, however, that, unless otherwise determined by the Committee, if the Participant is 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 the MSUs upon the relevant taxable or tax withholding event, as applicable, unless (i) the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes that require withholding may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (b) shall be through a withholding of Shares under and (c) above or (ii) above. (c) you have made arrangements satisfactory to the Company and your Employer to provide for payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of MSUs not later than 90 days before the relevant taxable or tax withholding event. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum withholding rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant you may receive a refund from the Company of any over-withheld amount in cash and (with no entitlement to the equivalent in shares of Common Stock)) or, or if not refunded by the Companyrefunded, the Participant must you may seek a refund from the local tax authorities authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundEmployer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be you are deemed to have been issued the full number of shares of Common Stock subject to the vested UnitsMSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, 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 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 cash in settlement of Stock or the proceeds from the sale of shares of Stock to the Participant MSUs if the Participant fails you fail to comply with his or her 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 withheld or released for sale 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 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 MSUs considered to be nonqualified deferred compensation, and otherwise such withholding or release will comply with Code Section 409A.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee and/or Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsAward, including, but not limited to, the grant grant, vesting, settlement, release or vesting cancellation of the UnitsPSUs, the issuance of Shares upon settlement of the PSUs, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalents; dividends, and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the as applicable, 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) . For purposes of this section, any reference to Employer shall include any former employer, if applicable. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all the Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, Employer (or their respective agents), at their discretiondiscretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding the obligations or rights with regard to all the Tax-Related Items by one or a combination ofof the following: i. (i) withholding a net number of otherwise issuable vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and/or the Employer based on the applicable minimum statutory withholding amounts or other applicable withholding rates; and/or (ii) arranging for the Company-designated broker to sell on the market a portion of the otherwise issuable vested Shares that have an aggregate market value sufficient to pay the Tax-Related Items (a “Sell to Cover”), on Participant’s behalf and at Participant’s direction pursuant to this authorization; and/or (iii) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; and/or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. ) requiring the Participant to make a payment in cash (or by check; v. any other method of withholding approved by cash equivalent) to the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyEmployer; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a an executive officer, within the meaning of Section 16 officer of the Company under the Exchange Act, then the method of withholding (for obligations with regard to the Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes shall be satisfied by withholding a net number of otherwise issuable vested Shares upon the relevant taxable or other tax withholding event, as applicable, as described in clause (i) above, unless the use of such withholding method would result in adverse consequences under applicable tax or securities law or accounting principles, in which case, the obligations with regard to the Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under satisfied by the method described in clause (ii) above. (c) The Company may withhold . No fractional Shares will be sold to cover or account for withheld to cover Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundItems. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described in shares of Stock(ii) above, for tax purposes, the purposes Participant will be deemed to have been issued the full number of shares Shares subject to the vested UnitsPSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock Shares or refuse to deliver the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary or affiliate of the Company Group that legally employs the employee Company, 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 Participant’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 Participant Company or the Employer (“Tax-Tax- Related Items”) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant 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 UnitsRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Unitsconversion 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 acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) Prior to any . In connection with the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of that require withholding by the Company and/or or the Employer. In this regard, by your acceptance of the Participant authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from the Participant’s your wages or other cash compensation payable to the Participant by the Company or any member of the Company Group;you; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (c) withholding from proceeds of the sale of shares of Stock, Common Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (d) withholding in shares of Common Stock to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, if the Participant is 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 of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes that require withholding may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (b) shall be through a withholding of Shares under and (c) above or (ii) above. (c) you have made arrangements satisfactory to the Company and your Employer to provide for payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum withholding rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant you may receive a refund from the Company of any over-withheld amount in cash and (with no entitlement to the equivalent in shares of Common Stock), ) or if not refunded by the Companyrefunded, the Participant must you may seek a refund from the local tax authorities authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundEmployer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be you are deemed to have been issued the full number of shares of Common Stock subject to the vested UnitsRSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, 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 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 cash in settlement of Stock or the proceeds from the sale of shares of Stock to the Participant RSUs if the Participant fails you fail to comply with his or her 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. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of and/or the Company Group that legally employs the employee 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 Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Award, including the grant of the Stock Units, including, but not limited to, the grant or vesting of the Stock Units, the delivery of Shares, the subsequent sale of shares of Stock any Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend EquivalentsEquivalent Rights; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to Tax-Related Items tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretionits discretion and pursuant to such procedures as it may specify from time to time, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s any wages or other cash compensation payable to the Participant by the Company and/or the Employer; (b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or any member paid upon vesting/settlement of the Company GroupAward; ii. withholding shares (c) arranging for the sale of Stock that Shares otherwise would be issued deliverable to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make , including selling Shares as part of a payment block trade with other Participants in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by ; or (d) withholding from the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer proceeds of the Company under the Exchange Act, then the method sale of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued Shares acquired upon vesting/settlement of the Units) shall be through a Award. Depending on the withholding of Shares under (ii) above. (c) The method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in rates. If the Participant’s jurisdiction(s). In the event of over-withholdingmaximum rate is used, the Participant may receive a refund from the Company of any over-withheld amount will be refunded to the Participant in cash by the Company or Employer (with no entitlement to the equivalent in shares of Stock), Common Stock equivalent) or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundauthorities. If the obligation for Tax-Related Items is satisfied by withholding in shares a number of StockShares as described herein, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Stock Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver to the shares of Stock Participant any Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsRSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Tax‑Related Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon settlement of the RSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company Group;Employer, ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);) and/or iv. (c) requiring the Participant to make tender a cash payment in cash or by check; v. any other method of withholding approved by to the Company and to or an Affiliate in the extent required by applicable laws or amount of the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyTax-Related Items; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding methods described in this Section 6 (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Unitsa), (b) shall be through a withholding of Shares under (ii) above. and (c) will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related ItemsShares. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company oror the Participant’s employer, if different, any member of other than the Company Group that legally employs the employee (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 Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that such liability may exceed the amountamount actually withheld, if any, actually withheld by the Company or the Employer. The 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 Performance Units, including, but not limited towithout limitation, the grant grant, vesting or vesting settlement of the Performance Units, the issuance of Shares on the relevant settlement date, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction, the 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 Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy any applicable withholding obligations or rights with regard regards to all Tax-Related Items by one withholding from the number of Performance Units payable to the Participant under this Award Agreement and the Grant Notice a number of Shares to be issued upon settlement of the Performance Units. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the Performance Units 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 combination of: i. substantial likelihood that the use of such form of payment would result in adverse accounting treatment for the Company, the Participant authorizes (i) the 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, the Employer and any Affiliate to withhold an amount from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring require the Participant to make a cash payment in cash or sufficient to fully satisfy any applicable withholding obligations for Tax-Related Items and (iii) the Company, the Employer and any Affiliate to satisfy any applicable withholding obligations for Tax-Related Items by check; v. any other method of withholding approved determined by the Company and and, to the extent required by applicable laws law or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates applicable in the jurisdictions applicable to the Participant’s jurisdiction(s). 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 from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of StockShares), or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundauthorities. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposesShares, the Participant will be deemed deemed, for tax and/or social security contributions and other purposes, to have been issued the full number of shares Shares subject to the vested Performance Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. (d) The Participant 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 Participant’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(c) above is conditioned on satisfaction of all Tax-Related Items in accordance with this Section 6, and that the Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsRSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Tax‑Related Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon settlement of the RSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company Group;Employer, ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);) and/or iv. (c) requiring the Participant to make tender a cash payment in cash or by check; v. any other method of withholding approved by to the Company and to or an Affiliate in the extent required by applicable laws or amount of the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyTax-Related Items; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding methods described in this Section 6 (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Unitsa), (b) shall be through a withholding of Shares under (ii) above. and (c) will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Unitsportion of the RSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction, the 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. (bii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one withholding in Shares to be issued upon vesting/settlement of the Units. In the event that such withholding in Shares is problematic under applicable tax or a combination of: i. withholding from securities law or has materially adverse accounting consequences, by the Participant’s wages or other cash compensation payable to acceptance of the Units, the Participant by authorizes and directs the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued and/or its agent to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (sell on the Participant’s behalf pursuant a whole number of Shares from those Shares issued to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method at vesting/settlement of withholding approved by the Units as the Company and determines to be appropriate, to generate cash proceeds sufficient to satisfy the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveItems. (ciii) The To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable withholding rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Units, notwithstanding that a number of the shares is Shares 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. (iv) Finally, the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ai) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of or the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the 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. (bii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one withholding in Shares to be issued upon vesting/settlement of the Units. In the event that such withholding in Shares is problematic under applicable tax or a combination of: i. withholding from securities law or has materially adverse accounting consequences, by the Participant’s wages or other cash compensation payable to acceptance of the Units, the Participant by authorizes and directs the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued and/or its agent to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (sell on the Participant’s behalf pursuant a whole number of Shares from those Shares issued to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method at vesting/settlement of withholding approved by the Units as the Company and determines to be appropriate, to generate cash proceeds sufficient to satisfy the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveItems. (ciii) The To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable withholding rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Units, notwithstanding that a number of the shares is Shares 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. (iv) Finally, the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsPSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon settlement of the PSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company Group;Employer, ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);) and/or iv. (c) requiring the Participant to make tender a cash payment in cash or by check; v. any other method of withholding approved by to the Company and to or an Affiliate in the extent required by applicable laws or amount of the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyTax-Related Items; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding methods described in this Section 8(a), (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Unitsb) shall be through a withholding of Shares under (ii) above. and (c) will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related ItemsShares. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally Affiliate which employs the employee Participant or for which Participant otherwise provides services (the “EmployerService Recipient”), the ultimate liability for all income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant 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 UnitsRSUs or the underlying shares of Stock, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsRSUs, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsEquivalent Amounts 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 Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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. (b) Prior to In connection with any relevant taxable or tax withholding event, as applicable, Participant agrees, and authorizes the Participant Company accordingly, that any applicable withholding obligation or right with regard to Tax-Related Items will be satisfied by a net settlement procedure whereby a number of shares of Stock to cover the Tax-Related Items shall pay be cancelled to fund the Company's or make adequate arrangements satisfactory the Service Recipient's, as applicable, withholding obligation or right and the net shares remaining after such cancellation shall be credited to Participant's account. If the net settlement procedure is problematic under or not in compliance with applicable laws or causes adverse accounting consequences, as determined by the Company in its discretion, the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the EmployerService Recipient, or their respective agents, at their discretion, to may satisfy any applicable withholding obligations obligation or rights right with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) requiring Participant to make a payment in a form acceptable to the Company; (ii) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; Participant, (iii. ) withholding from proceeds of the sale of shares of Stock, Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); , or (iv. requiring the Participant to make a payment in cash or by check; v. ) any other method of withholding approved determined by the Company and to the extent required be permitted by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) abovelaw. (c) The Company and/or Service Recipient may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s)jurisdiction. In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. To the extent the obligation for Tax-Related Items is satisfied by withholding in shares of Stocka net settlement procedure, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Stock subject to the vested UnitsRSUs, notwithstanding that a number of the shares of Stock is held back cancelled solely for the purpose of paying funding the Tax Related Items. (d) Finally, Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related ItemsItems that the Company or the Service Recipient may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the underlying shares of Stock or the proceeds from the sale of the shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee or Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Units, the issuance of Shares upon settlement of the Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant tax withholding event, the 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 Participant shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group; Employer; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); iv. requiring the Participant ; (iii) withholding in Shares to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units; or (iv) shall requiring Participant to pay, by cash or certified check, the amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be through a withholding issued upon settlement of Shares under the Units; or (ii) above. (c) The paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. In any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Units, notwithstanding that a number of the shares Shares is 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. The Finally, Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. the Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, amount (if any, ) actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsRSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related TaxRelated Items in more than one jurisdiction, the 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. . To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (b) Prior other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued pursuant to the RSUs, and other than Tax-Related Items due on Dividend Equivalents), the Company will withhold Shares otherwise issuable upon settlement of the RSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding their obligations or rights (if any) with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company GroupEmployer; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. (c) requiring the Participant to make tender a cash payment to the Company or an Affiliate in cash or by check;the amount of the Tax-Related Items; and/or v. (d) any other method of withholding approved determined by the Company and to be permitted under the Plan and, to the extent required by applicable laws law or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the withholding methods described in this Section 6 (a) through (d) will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) Shares. The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding rates or other withholding rates, including minimum or maximum withholding rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent amount in shares of Stock)Shares) from the Company or the Employer; otherwise, or if not refunded by the Company, the Participant must may be able to seek a refund from the local tax authorities authority. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the extent the Participant wishes to recover the over-withheld amount in the form of a refundapplicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Unitsportion of the RSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 UnitsPSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsPSUs, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, by the Participant’s acceptance of the PSUs, the Participant authorizes the Company or its agent to satisfy any applicable withholding obligations or rights with regards to all Tax-Related Items (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which Shares are issued upon settlement of the PSUs) by withholding in Shares to be issued upon settlement of the PSUs, or if settled in cash, by withholding a portion of the cash payment amount otherwise payable upon settlement of the PSUs. In the event withholding in Shares is prohibited by a legal, contractual or regulatory restriction, is problematic under applicable tax or securities law or will result in materially adverse accounting consequences, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofby: i. (i) requiring the Participant to pay to the Company or the Employer any amount of the Tax-Related Items; and/or (ii) withholding any amount of the Tax-Related Items from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company GroupParticipant; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; (iii. ) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the PSU either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);; or (iv. requiring the Participant to make a payment in cash or by check; v. ) any other method of withholding approved determined by the Company and and, to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company or the Employer may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates applicable rates, in the jurisdictions relevant to the Participant’s jurisdiction(s). In the event of overthat any excess amounts are withheld to satisfy the obligation for Tax-withholdingRelated Items, the Participant may be entitled to receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of StockShare equivalent), or if not refunded by the CompanyCompany or the Employer, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsPSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. (d) Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares, the cash equivalent or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary or affiliate of the Company Group that legally employs the employee Company, 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 Participant’s your participation in the Plan and legally applicable or deemed applicable to the Participant you (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant 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 UnitsRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Unitsconversion 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 acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) . Prior to any the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, by your acceptance of the Participant authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from the Participant’s your wages or other cash compensation payable to the Participant by the Company or any member of the Company Group;you; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (c) withholding from proceeds of the sale of shares of Stock, Common Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (d) withholding in shares of Common Stock to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, if the Participant is 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 of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (b) shall be through a withholding of Shares under (ii) above. and (c) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum withholding rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant you may receive a refund from the Company of any over-withheld amount in cash and (with no entitlement to the equivalent in shares of Common Stock), ) or if not refunded by the Companyrefunded, the Participant must you may seek a refund from the local tax authorities authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundEmployer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be you are deemed to have been issued the full number of shares of Common Stock subject to the vested UnitsRSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items. Finally, 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 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 Stock or the proceeds from of the sale of shares of Common Stock to the Participant if the Participant fails you fail to comply with his or her 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. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Employer takes with respect to any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Stock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement issuance and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; 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 Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is has become subject to Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the 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 Participant shall will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination of: i. of the following: (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company and/or the Employer; or any member of the Company Group; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and (iii) withholding in each caseShares to be issued upon vesting of the Restricted Stock Units, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (i) shall be through a withholding of Shares under and (ii) above. (c) The hereof. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory or other withholding rates up to the maximum applicable rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholdingwhich case, under withholding method 9(b)(ii) hereof, the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares is Shares 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. (c) Finally, the Participant 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant'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 Participant’s 's participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“"Tax-Related Items”) "), is and remains the Participant’s 's responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant further acknowledges 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 Performance Restricted Stock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Performance Restricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their the respective agentsagents of the Company and/or the Employer, at their the Company's discretion, to satisfy any applicable withholding obligations or rights with regard respect to all Tax-Related Items by one or a combination ofof the following: i. withholding from the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (a) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the Performance Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s 's behalf pursuant to this authorization without further consentauthorization); iv. requiring the (b) withholding from Participant's wages or other cash compensation paid to Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and and/or the Employer; or (c) withholding in Shares to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Performance Restricted Stock Units) shall be through a . Depending on the withholding of Shares under (ii) above. (c) The 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 rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShare equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Performance Restricted Stock Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. 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 Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company oror the Employer takes with respect to any or all federal, if different, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all state or local income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that such liability may exceed the amountamount actually withheld, if any, actually withheld by the Company or the Employer. The 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 UnitsAward, including, but not limited towithout limitation, the grant grant, vesting or vesting payment of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsAward; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction, the 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 Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. (i) withholding from the amount of the cash payment made pursuant to the Award, the Participant’s wages or other cash compensation payable to the Participant by the Company and/or the Employer or any member of the Company Group; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. ) any other method of withholding approved determined by the Company and and, to the extent required by applicable laws law or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates applicable in the jurisdictions applicable to the Participant’s jurisdiction(s). 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 from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock)cash, or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemsauthorities.

Responsibility for Taxes. This provision supplements Section 12 of the Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsRSUs, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsRSUs, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant 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 taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; or (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization);; or iv. requiring (iii) withholding in Shares to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a subject to Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (i) shall be through a withholding of Shares under and (ii) above. (c) The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsRSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. (d) Finally, the 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items. (e) Notwithstanding anything to the contrary in the Plan or in Section 12 of the 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. This provision supplements Section 13 of the Performance Share Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 UnitsPerformance Shares, including, but not limited to, the grant grant, vesting or vesting settlement of the UnitsPerformance Shares, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights obligations, if any, with regard to all Tax-Related Items by one or a combination ofof the following: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or and/or the Employer; (ii) Withholding from any member cash payment made in settlement of the Company GroupPerformance Shares or dividend equivalents; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; (iii. ) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);; or (iv. requiring ) withholding in Shares to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyPerformance Shares; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a subject to Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under methods (i), (ii) and (iii) above. (c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsPerformance Shares, notwithstanding that a number of the shares Shares is held back solely for the purpose of paying the Tax-Related Items. (d) Finally, the 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares Shares, or to make any cash payment upon settlement of Stock to the Participant Performance Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items. (e) Notwithstanding anything to the contrary in the Plan or in Section 13 of the Performance Share 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 any Shares to be withheld to cover any withholding obligation for Tax-Related Items 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. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) ), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges 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 Stock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Full payment of the Tax-Related Items and shall be made by any of the following, or a combination thereof, subject to the Committee’s or Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then-Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the RSUs; (iv) through same-day voluntary or involuntary (on account obligations of Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant authorizes and directs the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights obligation with regard to all Tax-Related Items by one or a combination of: i. of the methods above. Depending on the withholding from the Participant’s wages or other cash compensation payable to the Participant by method, the Company or any member of and/or the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company Employer may withhold or account for Tax-Related Items by considering statutory applicable withholding rates (up to the rate that will not cause an adverse accounting consequence or other withholding ratescost, including minimum or maximum rates applicable pursuant to ASC Topic 718, as applicable) in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision supplements Section 12 of the Performance Share Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”), 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsPerformance Shares, including, but not limited to, the grant or vesting of the UnitsPerformance Shares, the subsequent sale of shares of Stock acquired any Shares which become vested pursuant to such settlement and this agreement, the receipt of any dividends and/or any Dividend Equivalentsdividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable their withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company Group;Employer; or (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares of StockShares which become vested pursuant to this Agreement, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization);; or iv. requiring the Participant (iii) withholding in Shares which become vested pursuant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policythis Agreement; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (i) shall be through a withholding of Shares under and (ii) above. (c) The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, which case the Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested UnitsPerformance Shares, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. (d) The 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 Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue the Shares or deliver the shares proceeds of Stock or the proceeds from the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items. (e) Notwithstanding anything to the contrary in the Plan or in Section 12 of the Performance Share 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. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’s employer (the “Employer”), 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (i) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of and/or the Company GroupEmployer; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Shares acquired at exercise of Stock, the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization) without further consent);; or iv. requiring the Participant to make a payment in cash or by check; v. (iii) any other method of withholding approved determined by the Company and and, to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company or the Employer may withhold or account for Tax-Related Items by considering statutory or other applicable withholding rates, including minimum or maximum rates applicable rates, in the jurisdictions applicable to the Participant’s jurisdiction(s). In the event of overthat any excess amounts are withheld to satisfy the obligation for Tax-withholdingRelated Items, the Participant may receive be entitled to a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of StockShare equivalent), or if not refunded by the CompanyCompany or the Employer, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If . (d) Finally, the obligation for Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items is that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsPSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon settlement of the PSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company Group;Employer, ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);) and/or iv. (c) requiring the Participant to make tender a cash payment in cash or by check; v. any other method of withholding approved by to the Company and to or an Affiliate in the extent required by applicable laws or amount of the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyTax-Related Items; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding methods described in this Section 8(a), (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Unitsb) shall be through a withholding of Shares under (ii) above. and (c) will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Unitsportion of the PSUs, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant Optionee acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Optionee’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 ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”) ), is and remains the ParticipantOptionee’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Exercised Shares acquired pursuant to such settlement exercise and the receipt of any dividends and/or any Dividend Equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant 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. (b) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by means of one or a combination of: i. of the following: (i) withholding from the ParticipantOptionee’s wages or other cash compensation payable paid to the Participant Optionee by the Company and/or the Employer; or any member of the Company Group; (ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. ) withholding from proceeds of the sale of shares Exercised Shares acquired at exercise of Stock, the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantOptionee’s behalf pursuant to this authorization authorization) without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) above. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding maximum applicable rates, including minimum or maximum rates applicable in which case the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may Optionee will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the CompanyCommon Stock equivalent. Finally, the Participant must seek a refund from the local tax authorities Optionee agrees to pay to the extent Company or the Participant wishes to recover the over-withheld Employer any amount in the form of a refund. If the obligation for Tax-Related Items is that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary, or affiliate of the Company Group that legally employs the employee Company, 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 account, or other tax-related items related to the Participant’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 Participant Company or the Employer (“Tax-Related Items”) ), is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate, and/or the Employer Employer: (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the UnitsRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Unitssettlement of the RSUs in shares of Common Stock or an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to such settlement at settlement, and the receipt of any dividends and/or any Dividend Equivalents; and (2b) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) Prior to any . In connection with the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of that require withholding by the Company and/or or the Employer. In this regard, by your acceptance of the Participant authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from the Participant’s your wages or other cash compensation payable to the Participant by the Company or you; or (c) irrespective of any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. Post-Vest Holding Period, withholding from proceeds of the sale of shares of Stock, Common Stock delivered upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (d) irrespective of any Post-Vest Holding Period, withholding in shares of Common Stock to be delivered upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, if the Participant is you are a Section 16 officer of the Company under the Securities Exchange ActAct of 1934, as amended, 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 of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes that may require withholding may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (b) shall be through a withholding of Shares under and (c) above or (ii) above. (c) you have made arrangements satisfactory to the Company and your Employer to provide for the payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum withholding rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant you may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock)) or, or if not refunded by the Companyrefunded, the Participant must you may seek a refund from the local tax authorities authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundEmployer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be you are deemed to have been issued received the full number of shares subject to of Common Stock in respect of the vested UnitsRSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, 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 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 pay cash in settlement of the proceeds from the sale of shares of Stock to the Participant RSUs if the Participant fails you fail to comply with his or her 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 is considered nonqualified deferred compensation subject to Section 409A, the number of such shares withheld or released for sale 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. (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company oror the Employer, if differenttakes with respect to any or all federal, any member of the Company Group that legally employs the employee (the “Employer”), the ultimate liability for all state or local income tax, social insurancesecurity contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and that such liability may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 UnitsAward, including, but not limited towithout limitation, the grant grant, vesting or vesting payment of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsAward; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes subject to Tax-Related Items tax and/or social security contributions in more than one jurisdiction, the 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 Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. withholding from the amount of the cash payment made pursuant to the Award, the Participant’s wages or other cash compensation payable to the Participant by the Company or any member of and/or the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveEmployer. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Participant’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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The Participant 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 Units, including, but not limited to, the grant or vesting of the Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or any Dividend EquivalentsPSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon settlement of the PSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding the obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or any member of the Company Group;Employer, ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (b) withholding from proceeds of the sale of shares Shares acquired upon settlement of Stock, the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);) and/or iv. (c) requiring the Participant to make tender a cash payment in cash or by check; v. any other method of withholding approved by to the Company and to or an Affiliate in the extent required by applicable laws or amount of the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyTax-Related Items; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding methods described in this Section 8(a), (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Unitsb) shall be through a withholding of Shares under (ii) above. and (c) The will only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Act) determines, in advance of the applicable withholding event, that one such withholding method will be used in lieu of withholding Shares. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may will receive a refund from the Company of any over-withheld amount in cash (with and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related ItemsShares. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of and/or the Company Group that legally employs the employee 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 Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer. The 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 Award, including the grant of the Stock Units, including, but not limited to, the grant or vesting of the Stock Units, the delivery of Shares, the subsequent sale of shares of Stock any Shares acquired pursuant to such settlement at vesting and the receipt of any dividends and/or any Dividend EquivalentsEquivalent Rights; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to Tax-Related Items tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretiondiscretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) withholding from the Participant’s any wages or other cash compensation payable to the Participant by the Company and/or the Employer; (b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or any member paid upon vesting/settlement of the Company GroupAward; ii. withholding shares (c) arranging for the sale of Stock that Shares otherwise would be issued deliverable to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consentauthorization); iv. requiring the Participant to make , including selling Shares as part of a payment block trade with other Participants in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by ; or (d) withholding from the Committee; or viproceeds of the sale of Shares acquired upon vesting/settlement of the Award. and in each case, under such rules as may be established by Notwithstanding the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committeeforegoing, if the Participant is a Section 16 an officer of the Company under who is subject to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising upon the occurrence of a taxable or tax withholding event, as applicable, by withholding Shares otherwise deliverable or an amount otherwise payable upon settlement of Dividend Equivalent Rights pursuant to method of withholding (b), unless the Board or the Committee determines in its discretion to satisfy the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under methods (iia), (b), (c), and (d) above. (c) The . Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable in rates. If the Participant’s jurisdiction(s). In the event of over-withholdingmaximum rate is used, the Participant may receive a refund from the Company of any over-withheld amount will be refunded to the Participant in cash by the Company or Employer (with no entitlement to the equivalent in shares of Stock), Common Stock equivalent) or if not refunded by the Companyrefunded, the Participant must may seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refundauthorities. If the obligation for Tax-Related Items is satisfied by withholding in shares a number of StockShares as described herein, for tax purposes, the Participant will be is deemed to have been issued the full number of shares Shares subject to the vested Stock Units, notwithstanding that a number of the shares is Shares are held back solely for the purpose of paying the Tax-Related Items. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver to the shares of Stock Participant any Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if differentCompany, any member subsidiary or affiliate of the Company Group that legally employs the employee Company, 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 Participant’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 Participant Company or the Employer (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount, if any, amount actually withheld by the Company or the Employer, if any. The Participant 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 UnitsRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grant or vesting of RSUs, the Unitsconversion 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 acquired pursuant to such at settlement and the receipt of any dividends and/or any Dividend Equivalentsdividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction, the Participant 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. (b) Prior to any . In connection with the relevant taxable or tax withholding event, as applicable, the Participant shall pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items and payment on account obligations of that require withholding by the Company and/or or the Employer. In this regard, by your acceptance of the Participant authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination ofof the following: i. (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from the Participant’s your wages or other cash compensation payable to the Participant by the Company or any member of the Company Group;you; or ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. (c) withholding from proceeds of the sale of shares of Stock, Common Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s your behalf pursuant to this authorization without further consent);; or iv. requiring (d) withholding in shares of Common Stock to be issued upon settlement of the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policyRSUs; provided, however, that, unless otherwise determined by the Committee, if the Participant is 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 of withholding (is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes that require withholding may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares combination of Stock are issued upon settlement of the Unitsmethods (b) shall be through a withholding of Shares under and (c) above or (ii) above. (c) you have made arrangements satisfactory to the Company and your Employer to provide for payment of withholding tax obligations in a manner other than by means of the withholding of shares deliverable in settlement of RSUs not later than 90 days before the relevant taxable or tax withholding event. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum withholding rates applicable in the Participant’s your jurisdiction(s). In the event of over-withholding, the Participant you may receive a refund from the Company of any over-withheld amount in cash and (with no entitlement to the equivalent in shares of Common Stock), ) or if not refunded by the Companyrefunded, the Participant must you may seek a refund from the local tax authorities authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the extent applicable tax authority or to the Participant wishes to recover Company and/or the over-withheld amount in the form of a refundEmployer. If the any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant will be you are deemed to have been issued the full number of shares of Common Stock subject to the vested UnitsRSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying certain of the Tax-Related Items. Finally, 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 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 cash in settlement of Stock or the proceeds from the sale of shares of Stock to the Participant RSUs if the Participant fails you fail to comply with his or her 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. Notwithstanding any contrary provision of this Award Agreement, no Shares will be issued to Participant, unless and until satisfactory arrangements (aas determined by the Administrator) The will have been made by Participant with respect to the payment of Tax-Related Items. Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee Parent or Subsidiary employing or retaining 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 Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s sole responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The 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 UnitsOption, including, but not limited to, the grant grant, vesting or vesting exercise of the UnitsOption, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement and the receipt exercise of any dividends and/or any Dividend Equivalents; the Option, and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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. . The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) Prior electing to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to have the Company and/or withhold otherwise deliverable Shares, (c) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) and without further consent from Participant, (d) electing to have the Company or the Employer to satisfy all Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of: i. withholding withhold from the Participant’s wages or other cash compensation payable to the Participant by the Company Participant, or any member of the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. e) any other method of withholding approved determined by the Company and to permitted by Applicable Laws and the Plan. To the extent required by applicable laws or the Plan, approved determined appropriate by the Committee; Company in its discretion, it will have the right (but not the obligation) to satisfy any withholding obligations or vi. and in each caserights with regard to Tax-Related Items by means of method (b) above and, under such rules as may be established until determined otherwise by the Committee and in compliance Company, this will be the method by which such withholding obligations or rights with the Company’s xxxxxxx xxxxxxx policyregard to Tax-Related Items are satisfied; provided, however, that, unless otherwise determined by the Committee, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will, in all cases, satisfy any Tax-Related Items by means of method (b) above, 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 other than U.S. Federal Insurance Contribution Act taxes may be satisfied by one or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement combination of the Units) shall be through a withholding of Shares under (ii) other methods above. (c) . The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in shares of StockShares), or if not refunded by the Companyrefunded, the Participant must may be able to seek a refund from the local tax authorities authorities. In the even of under-withholding, Participant may be required to pay additional Tax Related Items directly to the extent the Participant wishes to recover the over-withheld amount in the form of a refundapplicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockShares, for tax purposes, the Participant will be deemed to have been issued the full number of shares Shares subject to the vested Unitsexercise of the Option, notwithstanding that a number of the shares Shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Stock Shares or the proceeds from of the sale of shares of Stock to the Participant Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the for Tax-Related Items.

Responsibility for Taxes. (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, any member of the Company Group that legally employs the employee (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, employment tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the Company or the EmployerCompany. The 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 UnitsRSUs, including, but not limited to, the grant or vesting of the UnitsRSUs or any related Dividend Equivalents, the subsequent sale of shares of Stock Shares acquired pursuant to such settlement upon vesting, and the receipt of any dividends and/or any Dividend Equivalentsdividends; 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 Units RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory agrees to cooperate with the Company and/or the Employer to satisfy all in satisfying any applicable withholding obligations for Tax-Related Items and payment on account obligations of the Company and/or the EmployerItems. In this regard, the Participant authorizes the Company and/or the Employer, or their respective its agents, at their discretion, may satisfy, or allow Participant to satisfy any applicable satisfy, the withholding obligations or rights obligation with regard to all Tax-Related Items by one any of the following, or a combination ofthereof: i. withholding from (i) By delivery of cash, check or wire transfer of immediately available funds by Participant to the Company; provided that the Administrator may limit the use of one of the foregoing methods if one or more of the methods below is permitted. (ii) Unless the Administrator otherwise determines, (A) delivery (including telephonically to the extent permitted by the Administrator) of a notice to the Company that the Participant has placed a market sell order with a broker acceptable to the Administrator with respect to Shares then issuable and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the tax obligations, or (B) the Participant’s wages or other cash compensation payable delivery to the Participant by Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Administrator to deliver promptly to the Company an amount sufficient to satisfy the tax withholding by cash, check or any member wire transfer of immediately available funds; provided, that such amount is paid to the Company Group; ii. withholding shares of Stock that otherwise would be issued to the Participant upon settlement of Units; iii. withholding from proceeds of the sale of shares of Stock, through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); iv. requiring the Participant to make a payment in cash or by check; v. any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or vi. and in each case, under at such rules time as may be established required by the Committee Administrator; or provided. (iii) To the extent permitted by the Administrator, delivery to the Company of Shares, including Shares delivered by attestation and Shares then issuable in compliance with settlement of the Company’s xxxxxxx xxxxxxx policy; providedRSUs, however, that, unless otherwise valued at their Fair Market Value on the date of delivery (or such other date determined by the Committee, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding (for Tax-Related Items other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Units) shall be through a withholding of Shares under (ii) aboveAdministrator). (c) The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment of any tax withholding with regard to all Tax-Related Items as Participant’s election to satisfy all or a portion of the tax withholding pursuant to Section 2.1(b)(iii) above. (d) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including minimum or maximum rates applicable rates, in the Participant’s jurisdiction(s). In the event of over-withholding, the which case Participant may receive a refund from the Company of any over-withheld amount in cash (with through the Company’s normal payroll processes and will have no entitlement to the equivalent in shares of Stock), or if not refunded by the Company, the Participant must seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares subject to the vested Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds from the sale of shares of Stock to the Participant if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemsequivalent.