Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement of 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardUnits, including, but not limited to, the grant, vesting or settlement of the AwardUnits, or the payment issuance of cash Shares upon settlement of the AwardUnits, the subsequent sale of Shares acquired pursuant to such 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 Award Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardUnits. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Units, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the Units as the Company determines to be appropriate, to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. (iii) 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (iiiiv) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, or the payment issuance of cash Shares upon settlement of the AwardRSUs, the subsequent sale of Shares acquired pursuant to such 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 Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardRSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. (iii) 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (iiiiv) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer Affiliate that employs the Participant (the “"Employer”) takes with respect to any or "), 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 the Participant (“"Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ") is and remains the Participant’s 's responsibility and may exceed the 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment subsequent sale of cash upon settlement shares of Stock acquired pursuant to the AwardAward and the receipt of any Dividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Award to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become subject to tax 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding cash amounts to be issued upon vesting/settlement from the proceeds of the sale of Stock acquired pursuant to the Award. To avoid negative accounting treatment, 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) withholding from the shares of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or equivalent in Stock. If the Employer, as applicable, any amount of obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that the Company or the Employer may be required to withhold or account for as a result number of the Participant’s participation in shares of Stock are held back solely for the Plan that cannot be satisfied by purpose of paying the means previously describedTax-Related Items. The Company may refuse to settle issue or deliver the award Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless Optionee acknowledges that, regardless of any action the Company or and/or the Participant’s employer (the “Employer”) takes Employer take with respect to any or all income taxWithholding Taxes, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items Withholding Taxes is and remains the ParticipantOptionee’s responsibility and may exceed the 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 Withholding Taxes in connection with any aspect of the Awardoption, including, but not limited to, including the grant, vesting or settlement exercise of the Awardoptions, or the payment subsequent sale of cash upon settlement any shares of Common Stock acquired at exercise and the Awardreceipt of any dividends; and (2ii) do not commit to to, and are under no obligation to to, structure the terms of the grant or any aspect of the Award option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items Withholding Taxes or achieve any particular tax result. Further, if the Participant has become Optionee is subject to tax Withholding Taxes in more than one jurisdiction, 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 Withholding Taxes in more than one jurisdiction. (iib) Prior to the relevant taxable event, Optionee agrees to make arrangements satisfactory to the Company and/or the Employer to satisfy all Withholding Taxes. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items Withholding Taxes by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Awardfollowing: (i) withholding from any wages or other cash compensation paid to Optionee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Common Stock acquired upon exercise of the option. To avoid negative accounting treatmentDepending on the withholding method, the Company may withhold or account for Tax-Related Items Withholding Taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant Optionee will receive a refund of any over-withheld amount in cash. (iii) Finally, cash and will have no entitlement to the Participant Common Stock equivalent. Optionee shall pay to the Company or and/or the Employer, as applicable, Employer any amount of Tax-Related Items Withholding Taxes that the Company or and/or the Employer may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle deliver any purchased Option Shares or the award proceeds of the sale of shares if the Participant Optionee fails to comply with the ParticipantOptionee’s obligations in connection with the Tax-Related ItemsWithholding Taxes.

Responsibility for Taxes. (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardPSUs, including, including but not limited to, to the grant, vesting or settlement of the AwardPSUs, or the payment subsequent sale of cash upon Shares acquired pursuant to such settlement and the receipt of the Awardany dividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to tax 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. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. (iib) In this regard, the Participant authorizes the Company or its agent to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardPSUs. To avoid negative If such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, then by the Participant’s acceptance of the PSUs, the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items. The Participant agrees to execute and deliver such documents as may be reasonably required in connection with the sale of any Shares pursuant to this Section 5(b). (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesapplicable rates in the Participant’s jurisdiction(s), in which case the Participant will may receive a refund of any over-withheld amount and will have no entitlement to the equivalent in cashShares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the Performance Dependent Issuance, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company, including through withholding from Participant’s salary or other cash compensation paid to the Participant by the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems (including the obligations set forth in Section 4 above).

Responsibility for Taxes. (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment subsequent sale of cash Shares acquired upon settlement of the AwardAward and the receipt of any dividends and/or Dividend Equivalents; 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 Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent respective agents, at its discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company from time to time, which may include: (i) withholding from the Participant’s wages or other cash amounts compensation paid to be issued the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon vesting/settlement of the Award. To avoid negative accounting treatmentAward and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items; (iv) by a “net settlement” under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax-Related Items associated with such settlement; or (v) any other method of withholding determined by the Company and permitted by applicable law. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent number of Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the settled Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Notwithstanding any contrary provision of any action this Agreement, the Company shall have no obligation to process the settlement of the Award or to deliver Common Shares unless and until satisfactory arrangements (as determined by the Participant’s employer (the “Employer”Company) takes will have been made by Participant with respect to any or all income taxthe payment of income, employment, social insurance, National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant including, without limitation, in connection with the Participant grant, vesting or settlement of the Award, the subsequent sale of Common Shares acquired under the Plan and/or the receipt of any dividends on such Common Shares which the Company determines must be withheld (“Tax-Related Items”). If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Award settlement, Participant acknowledges and agrees that the Company may refuse to deliver the Common Shares if such amounts are not delivered at the time of settlement. Participant authorizes the Company and/or the Affiliate to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Affiliate or from proceeds of the sale of Common Shares. Further, if Participant is subject to tax in more than one jurisdiction between the date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Affiliate employer, or former employer, as applicable, may be required to withhold or account for tax in more than one jurisdiction. Regardless of any action of the Company or the Affiliate, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or and the Employer Affiliate (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement of 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer Affiliate that employs the Participant (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment subsequent sale of cash upon settlement shares of Stock acquired pursuant to the AwardAward and the receipt of any Dividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become subject to tax 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. (ii) . In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding cash amounts from the proceeds of the sale of Stock acquired pursuant to be 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); and/or (iv) withholding from the shares of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock (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 AwardRestricted Stock Units), or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax-Related Items. To avoid negative accounting treatment, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or equivalent in Stock. If the Employer, as applicable, any amount of obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that the Company or the Employer may be required to withhold or account for as a result number of the Participant’s participation in shares of Stock are held back solely for the Plan that cannot be satisfied by purpose of paying the means previously describedTax-Related Items. The Company may refuse to settle issue or deliver the award Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with respect the Shares of Restricted Stock, including, without limitation, all federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by any or all income tax, social insurance, payroll tax, payment on account Service Recipient or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (collectively, the “Tax-Related ItemsTax Obligations”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant further acknowledges that the Company and/or the Employer no Service Recipient (1A) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the AwardShares of Restricted Stock, including, but not limited to, the grant, vesting or settlement vesting, release from escrow, subsequent sale of the Award, Shares acquired pursuant to this Award Agreement or the payment receipt of cash upon settlement of the Award; any dividends or other distributions, and (2B) do not commit makes any commitment to and are is under no any obligation to structure the terms of the grant or any aspect of the Award of Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. (ii) In this regard, . If Participant fails to make satisfactory arrangements for the Participant authorizes payment of any required Tax Obligations hereunder at the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement time of the Award. To avoid negative accounting treatmentapplicable taxable event, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, any amount of Tax-Related Items acknowledges and agrees 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 settle issue or deliver the award Shares. Participant understands that Section 83 of the Code taxes as ordinary income the difference between the purchase price, if any, for the Participant fails to comply with Shares and the Participant’s obligations in connection with Fair Market Value of the Tax-Related ItemsShares as of each vesting date.

Responsibility for Taxes. (i) Regardless The following provisions replace Section 8 of the Agreement: The Participant acknowledges that, regardless of any action taken by the Company or Company, or, if different, the Participant’s employer (the “Employer”) takes with respect to any or ), 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 as a result of participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually (if any) 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the Award; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make arrangements satisfactory to the Company to enable the Company and the Employer to fulfill any withholding obligation for Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, to satisfy the obligations with regard to withhold all applicable Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Awardfollowing methods: i. withholding from the Participant’s wages or other cash compensation otherwise payable to the Participant by the Company and/or the Employer; and/or ii. To avoid negative accounting treatment, requiring the Participant to tender a payment in cash (or the cash equivalent) in an amount equal to the Tax-Related Items to the Company or its designee; and/or iii. withholding from the proceeds from the sale of shares of Common Stock acquired upon exercise of 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 without further consent). The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including up to the maximum withholding rates, applicable rate in the Participant’s jurisdiction in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) Finallycash without interest, the Participant shall pay and will not be entitled to the Company or the Employer, as applicable, any equivalment 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 describedshares. The Company may refuse to settle issue shares of Common Stock upon exercise of the award Option or may refuse to deliver the proceeds of the sale of such shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related ItemsItems as described in this Section.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (a) withholding from the Participant’s wages, salary or other cash amounts compensation payable to the Participant by the Company, the Employer or any other Subsidiary or affiliate of the Company; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the Award. To avoid negative vested Restricted Stock Units; provided, however, 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above; or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee. 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 withholding ratesrates applicable in the Participant’s jurisdiction(s), in which case to the extent permitted under the Plan. In the event of over-withholding, the Participant will may receive a refund of any over-withheld amount in cash. cash (iii) with no entitlement to the Common Stock equivalent), or if not refunded by the Company, the Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares. Global Leadership RSU Agreement 402604255-v3\NA_DMS6653188-v3\GESDMS

Responsibility for Taxes. (i) Regardless i. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate employing or the Participant’s employer retaining Participant (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related ItemsService Recipient”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerService Recipient, as applicable. 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 AwardPSUs, including, but not limited towithout limitation, the grant, vesting vesting, or settlement payment of the AwardPSUs, or the issuance of Shares in payment of cash the vested PSUs, the subsequent sale of Shares acquired upon settlement vesting and the receipt of the Awardany dividends or dividend equivalents, if applicable; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the as applicable, 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its and/or the Service Recipient and/or their agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Awardfollowing: (i) withholding from Participant’s wages or other cash compensation; (ii) withholding from the proceeds of sale of Shares issued to Participant, either through a voluntary sale or a mandatory sale arranged by the Company on Participant’s behalf (pursuant to this Section 8(b) without need of further authorization); (iii) withholding Shares otherwise issuable pursuant to the vested PSUs sufficient to satisfy the Tax-Related Items; or (iv) by any other method deemed by the Company to comply with applicable laws. To avoid negative accounting treatmentIf the obligation for Tax-Related Items is satisfied by withholding Shares, the Company may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or rates. If the Shares are sold to cover the obligation for Tax-Related Items, the Company may use other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. Further, if the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iii) . Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the AwardPSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items 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. (ii) In this regard. 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 vesting of the PSUs. Alternatively, or in addition, in connection with any applicable taxable or tax withholding event, Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Awardfollowing; (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer, (b) withholding from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent) and/or (c) requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items; provided, however, that if Participant is a Section 16 officer of the Company under the Act, the withholding methods described in this Section 5 (a), (b) 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. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or the Employer, as applicable, any equivalent 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 describedShares. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRestricted Stock Unit, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement, and the receipt of any dividends or the payment of cash upon settlement of the Awarddividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Unit to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy any applicable withholding obligations for Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Participant’s wages or other cash amounts compensation paid to Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon vesting/settlement of the AwardRestricted Stock Units. To avoid negative accounting treatmentNotwithstanding the above, in the event that Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold Shares to be issued upon vesting of the Restricted Stock Units, unless otherwise determined by the Administrator, or in the event that withholding in Shares is problematic under applicable tax or securities law or has materially adverse tax consequences. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items. If Participant does not accept the terms of this Agreement including this Section 7, then at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, Participant will permanently forfeit such Restricted Stock Units to the Company at no cost to the Company and Participant will have no rights whatsoever to receive any Shares hereunder.

Responsibility for Taxes. (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or the Participant’s employer (Employer, the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardOption, including, but not limited to, the grant, vesting vesting, or settlement exercise of the Award, Option or the payment subsequent sale of cash upon settlement shares of the AwardCommon Stock acquired pursuant to such exercise; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items in the manner determined by withholding the Company and/or the Employer from time to time, which may include: (i) remitting the aggregate amount of such Tax-Related Items to the Company in full, in cash amounts or by check, bank draft or money order payable to be the order of the Company; (ii) effecting a “net settlement” under which the Company reduces the number of shares of Common Stock issued upon vesting/settlement exercise by the number of shares of Common Stock with an aggregate fair market value that equals the Award. To avoid negative accounting treatmentaggregate applicable Tax-Related Items associated with the exercise; or (iii) making arrangements with the Company to have such Tax-Related Items withheld from other compensation, to the extent permitted by the Committee. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued the full number of shares of Common Stock subject to the exercised Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award shares of Common Stock or the proceeds of the sale of shares of Common Stock, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment subsequent sale of cash Ordinary Shares acquired upon settlement of the AwardAward and the receipt of any dividends and/or Dividend Equivalents; 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 Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent respective agents, at its discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company from time to time, which may include: (i) withholding from the Participant’s wages or other cash amounts compensation paid to be issued the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers or is deemed to deliver irrevocable instructions to a broker reasonably acceptable to the Committee to sell Ordinary Shares obtained upon vesting/settlement of the Award. To avoid negative accounting treatmentAward and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items; (iv) by a “net settlement” under which the Company reduces the number of Ordinary Shares issued on settlement of the Award by the number of Ordinary Shares with an aggregate Fair Market Value that equals the amount of the Tax-Related Items associated with such settlement; or (v) any other method of withholding determined by the Company and permitted by applicable law. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent number of Ordinary Shares. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, the Participant is deemed to have been issued the full number of Ordinary Shares subject to the settled Award, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Ordinary Shares or the proceeds of the sale of Ordinary Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Employee acknowledges that, regardless of any action taken by the Company Company, or the Participantif different, Employee’s employer (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the 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 AwardPerformance Stock Units, including, including but not limited to, the grant, vesting or settlement of the AwardPerformance Stock Units, or the payment subsequent sale of cash upon Stock acquired pursuant to such settlement and the receipt of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Performance Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Employee is subject to tax 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Employee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash amounts compensation paid to Employee by the Company and/or the Employer; or (b) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (c) withholding in shares of Stock to be issued upon vesting/settlement of the AwardPerformance Stock Units. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, in which case the Participant Employee will receive a refund of any over-withheld amount in cash. (iii) Finallycash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Employee is deemed to have been issued the Participant shall full number of shares of Stock subject to the vested Performance Stock Units, notwithstanding that a number of the shares 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, as applicableincluding 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 the ParticipantEmployee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Stock or the proceeds of the sale of Stock, if the Participant Employee fails to comply with the ParticipantEmployee’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. (ia) Regardless Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax, employment tax, fringe benefit 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s 's responsibility and may exceed the 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 AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash Shares acquired upon settlement exercise, and the receipt of the Awardany dividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to cooperate with the Company in satisfying any applicable withholding obligations for Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent agents, at their discretion, may satisfy, or allow Participant to satisfy satisfy, the obligations withholding obligation with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement any of the Award. following, or a combination thereof: (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 delivery to the 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 wire transfer of immediately available funds; provided, that such amount is paid to the Company at such time as may be required by the Administrator; or (iii) To avoid negative accounting treatmentthe extent permitted by the Administrator, delivery to the Company of Shares, including Shares delivered by attestation and Shares then issuable upon the Options’ exercise, valued at their Fair Market Value on the date of delivery (or such other date determined by the Administrator). (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 2.4(b)(iii) above. (d) 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 maximum withholding applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cashcash through the Company’s normal payroll processes and will have no entitlement to the Common Stock equivalent. (iiie) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle honor the award exercise of the Option and/or refuse to issue or deliver the Shares or the proceeds from the sale of the Shares if the Participant fails to comply with the Participant’s 's obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer Affiliate that employs the Participant (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment subsequent sale of cash upon settlement shares of Stock acquired pursuant to the AwardAward and the receipt of any Dividend Equivalents; and (2b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become subject to tax 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. (ii) . In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding cash amounts from the proceeds of the sale of Stock acquired pursuant to be 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); and/or (iv) withholding from the shares of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock (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 AwardRestricted Stock Units), or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax-Related Items. To avoid negative accounting treatment, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or equivalent in Stock. If the Employer, as applicable, any amount of obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that the Company or the Employer may be required to withhold or account for as a result number of the Participant’s participation in shares of Stock are held back solely for the Plan that cannot be satisfied by purpose of paying the means previously describedTax-Related Items. The Company may refuse to settle issue or deliver the award Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, or the payment issuance of cash Shares upon settlement of the AwardRSUs, the subsequent sale of Shares acquired pursuant to such 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 Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardRSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. (iii) 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (iiiiv) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless of any action the Company or and/or the Participant’s employer Affiliate employing the Participant (the “Employer”) takes take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant hereby acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer Employer: (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement grant of the Award, the vesting of the RSUs, the issuance of Shares (or the payment of the cash upon equivalent) in settlement of the AwardRSUs, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and or Dividend 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 Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (iib) 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 withholding obligations of the Company and/or the Employer with respect to Tax-Related Items. In this regard, the Participant hereby authorizes the Company Company, in its sole discretion and without any notice to or its agent further authorization by the Participant, to satisfy withhold from the obligations with regard Shares being distributed under this Award upon vesting, that number of whole Shares the value of which (being determined by reference to all the closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation for Tax-Related Items arises, or if such date is not a trading date, on the following trading date) is equal to the aggregate withholding obligation for Tax-Related Items as determined by withholding cash amounts to be issued upon vesting/settlement of the AwardCompany. To avoid negative adverse accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Company satisfies the withholding obligation for Tax-Related Items by withholding a number of Shares as described above, including maximum withholding rates, in which case the Participant will receive be deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a refund number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any overaspect of the Award. In the event the withholding obligation for Tax-Related Items would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the Shares retained by the Company pursuant to this provision is more than the amount in cashrequired to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. (iiic) Alternatively, or in addition, the Company, in its discretion, may (i) on the Participant’s behalf pursuant to this authorization and only to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions, sell, or instruct the broker whom it has selected for this purpose to sell, a number of the Shares to be issued upon settlement of vested RSUs sufficient to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold all applicable Tax-Related Items from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer. (d) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares (or the cash equivalent) or the proceeds of the sale of the Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems as described in this Section 11. The Participant shall have no further rights with respect to any Shares that are retained by the Company or sold by the Company or its designated broker pursuant to this Section 11, and under no circumstances will the Company be required to issue any fractional Shares. (e) The Participant has reviewed and understands the obligations for Tax-Related Items as set forth in this Agreement.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, or the payment issuance of cash Shares upon settlement of the AwardRSUs, the subsequent sale of Shares acquired pursuant to such 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 Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardRSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company and/or its agent to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant at vesting/settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. (iii) 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (iiiiv) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless of any action the Company or the ParticipantOptionees’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related tax‑related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the 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 AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash upon settlement shares of Common Stock acquired pursuant to such exercise and the Awardreceipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee has become subject to 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 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. (iib) Prior to the relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash amounts compensation paid to the Optionee by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by 6574120-v9\GESDMS 8 the Company (on the Optionee’s behalf pursuant to this authorization); or (iii) if authorized by the Committee, withholding in shares of Common Stock to be issued upon vesting/settlement at exercise of the Award. Option. (c) To avoid any 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 maximum withholding applicable rates, in which case the Participant Optionee will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Optionee is deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. (iiid) Finally, the Participant Optionee shall pay to the Company or the Employer, as applicable, 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 ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award shares or the proceeds of the sale of shares of Common Stock, if the Participant Optionee fails to comply with the ParticipantOptionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participantor, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), the Participant Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant Awardee 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 AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash shares of Stock upon settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock and the receipt of any dividends and/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Awardee becomes subject to tax in more than one jurisdiction, the Participant 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all . Awardee’s Tax-Related Items subject to a withholding obligation by withholding cash amounts the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the AwardRestricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. To avoid negative accounting treatmentAlternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesrates applicable in Awardee’s jurisdiction. In the event of over-withholding, in which case the Participant will Awardee may receive a refund of any over-withheld amount in cash. cash (iii) with no entitlement to the equivalent in Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of under-withholding, Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee 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 shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant Awardee shall pay to the Company or the Employer, as applicable, 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 ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award shares of Stock or the proceeds of the sale of shares of Stock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s 's responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOptions, including, but not limited to, the grant, vesting or settlement exercise of the AwardOptions, or the payment subsequent sale of cash upon settlement any Shares acquired at exercise and the receipt of the Awardany dividends; and (2b) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award Options to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent the Company's agents, at the Company's discretion, to satisfy the withholding obligations with regard respect to all Tax-Related Items by one or a combination of the following: (a) withholding from proceeds of the sale of Shares acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization); (b) withholding from Participant's wages or other cash amounts compensation paid to Participant by the Company; or (c) withholding in Shares to be issued upon vesting/settlement exercise of the AwardOptions. To avoid negative accounting treatmentDepending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates (up to the rate that will not cause an adverse accounting consequence or other applicable withholding ratescost, including maximum pursuant to ASC Topic 718, as applicable). If the obligation for Tax-Related Items is satisfied by withholding ratesin Shares, in which case for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s 's obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless of any action the Company Company, any of its Affiliates or the Participant’s employer (the “Employer”) takes take with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate, if any. The Participant You further acknowledges acknowledge that the Company and/or the Employer Affiliate (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Share Units, or the payment issuance of cash upon settlement Shares, the subsequent sale of Shares acquired pursuant to such issuance and the Awardreceipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (iib) In Subject to Sections 7(c) and (d) below, your acceptance of this regardAgreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Share Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Performance Share Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, the Participant authorizes Committee may, in its sole discretion, determine that the Company or its agent the Affiliate will satisfy any tax withholding obligation with respect to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts Shares to be issued upon vesting/settlement vesting of the AwardPerformance Share Units. To avoid negative accounting treatmentthe extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Performance Share Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (d) In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate, within legal limits, or by requiring you to tender a cash payment to the Company or the Affiliate in the amount of the Tax-Related Items. (e) The Company or the Affiliate may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including minimum or maximum withholding ratesrates applicable in your jurisdiction(s). In the event of over-withholding, in which case the Participant will you may receive a refund of any over-withheld amount in cashcash (with no entitlement to the equivalent in Shares) of if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Affiliate. If the obligation for the Tax-Related Items is satisfied by withholding in Shares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the Performance Share Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of your participation in the Plan. (iiif) Finally, the Participant shall you agree to pay to the Company or the Employer, as applicable, Affiliate any amount of Tax-Related Items that the Company or the Employer Affiliate may be required to withhold or account for as a result of the Participant’s your participation in the Plan or the vesting and settlement of the Performance Share Units that cannot be satisfied by the means previously described. The Company or the Affiliate may refuse to settle issue or deliver the award if Shares or the Participant fails proceeds of the sale of Shares unless and until you have complied with your obligations related to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. (i) Regardless The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate employing or retaining the Participant’s employer Participant (the “EmployerService Recipient”) takes with respect to any or ), 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 ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the EmployerService Recipient. The Participant Optionee 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 AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash upon settlement Option Shares acquired pursuant to such exercise and the receipt of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Optionee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant Optionee acknowledges that the Company and/or the Employer Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) . Prior to the relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Service Recipient, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by (i) withholding from the Optionee’s wages or other cash amounts to be issued upon vesting/settlement compensation, (ii) withholding from proceeds of the Awardsale of Option Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization) without further consent, (iii) withholding Shares otherwise issuable to the Optionee upon exercise, and (iv) withholding through any other method deemed acceptable by the Committee in accordance with the Plan. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, in which case the Participant Optionee will receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Optionee is deemed to have been issued the full number of Option Shares subject to the exercised portion of the Option, notwithstanding that a number of Option Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Optionee agrees to pay to the Company or the Employer, as applicable, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Option Shares or the proceeds of the sale of Option Shares, if the Participant Optionee fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes any of its Affiliates take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate, if any. The Participant You further acknowledges acknowledge that the Company and/or the Employer Affiliate (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Units, or the payment issuance of cash upon settlement Shares, the subsequent sale of Shares acquired pursuant to such issuance and the Awardreceipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has you have become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (iib) In Subject to Sections 7(c) and (d) below, your acceptance of this regardAgreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Performance Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, the Participant authorizes Committee may, in its sole discretion, determine that the Company or its agent the Affiliate will satisfy any tax withholding obligation with respect to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts Shares to be issued upon vesting/settlement vesting of the AwardPerformance Units. To the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Performance Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (d) In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate, within legal limits, or by requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items. (e) To avoid negative accounting treatment, the Company may or an Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case . If the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, obligation for the Participant shall pay to the Company or the Employer, as applicable, any amount of Tax-Related Items is satisfied by withholding in Shares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the Performance Units, notwithstanding that a number of the Company or Shares are held back solely for the Employer may be required to withhold or account for purpose of paying the Tax-Related Items due as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. Plan. (f) The Company or the Affiliate may refuse to settle issue or deliver the award if Shares or the Participant fails proceeds of the sale of Shares unless and until you have complied with your obligations related to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOptions, including, but not limited to, the grant, vesting or settlement exercise of the AwardOptions, or the payment issuance of cash Shares upon settlement exercise of the AwardOptions, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Award Options to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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. . Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items (ii) including hypothetical withholding tax amounts if you are covered under a Company tax equalization policy). In this regard, the Participant authorizes you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from your wages or other cash amounts compensation paid to you by the Company and/or the Employer; (b) withholding from the proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale (specifically including where you exercise this Option in accordance with Section 3(b) above) or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization) without your further consent or direction; (c) withholding in Shares to be issued upon vesting/settlement exercise of the AwardOptions; or (d) payment in cash, certified or cashier’s check, or wire transfer of the Tax-Related Items at the time of exercise. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, in which case the Participant will you may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the exercise, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. If you are covered by a Company tax equalization policy, you agree to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall you must pay to the Company or the Employer, as applicable, 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 your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle honor the award exercise or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally 203407035 v3 applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the AwardUnits; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/from the Award settlement of the Award. To avoid negative accounting treatmentpayment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 wages or other cash compensation paid to the Plan that cannot be satisfied Participant by the means previously described. The Company may refuse to settle and/or the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.Employer

Responsibility for Taxes. (ia) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes any of its Affiliates take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate. The Participant You further acknowledges acknowledge that the Company and/or the Employer Affiliate (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Share Units, or the payment issuance of cash upon settlement Shares, the subsequent sale of Shares acquired pursuant to such issuance and the Awardreceipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (iib) In Subject to Sections 7(c) and (d) below, your acceptance of this regardAgreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Restricted Share Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Restricted Share Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, the Participant authorizes Committee may, in its sole discretion, determine that the Company or its agent the Affiliate will satisfy any tax withholding obligation with respect to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts Shares to be issued upon vesting/settlement vesting of the AwardRestricted Share Units. To avoid negative the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Restricted Share Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (d) In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate, within legal limits, or by requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items. (e) Depending on the withholding method, the Company may or an Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including up to maximum withholding applicable rates, in which case the Participant will you may receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or equivalent in Shares. If the Employer, as applicable, any amount of obligation for the Tax-Related Items is satisfied by withholding in Shares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the Restricted Share Units, notwithstanding that a number of the Company or Shares are held back solely for the Employer may be required to withhold or account for purpose of paying the Tax-Related Items due as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. Plan. (f) The Company or the Affiliate may refuse to settle issue or deliver the award if Shares or the Participant fails proceeds of the sale of Shares unless and until you have complied with your obligations related to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the ParticipantOptionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Optionee 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 AwardOptions, including, including but not limited to, the grant, vesting or settlement exercise of the AwardOptions, or the payment subsequent sale of cash upon settlement Shares acquired pursuant to such exercise and the receipt of the Awardany dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become Optionee is subject to tax in more than one jurisdiction, the Participant he or she 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. (ii) . Prior to exercise of the Options or any other relevant taxable or tax withholding event, as applicable, the Optionee must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Optionee’s wages or other cash amounts compensation paid to the Optionee by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/settlement at exercise of the AwardOptions based on the Fair Market Value of the underlying Shares on the date the withholding obligation arises, in an amount equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Options. To avoid negative accounting treatment, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding ratesapplicable rates in the Optionee’s country, to the extent permitted under the Plan, in which case the Participant will Optionee may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee is deemed to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Optionee. Finally, the Participant shall Optionee is required to pay to the Company or the Employer, as applicable, 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 his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver Shares or the award proceeds of the sale of Shares if the Participant Optionee fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Optionee shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless Grantee acknowledges that, regardless of any action taken by the Company and/or the Parent or the Participant’s employer Subsidiary employing Grantee (the “Employer”) takes with respect to ), the ultimate liability for any or and all income taxtax (including U.S. or non-U.S. federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to Grantee or deemed by the Participant Company or the Employer in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the ParticipantGrantee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including, but not limited toincluding the grant of the Restricted Stock Units, the grantvesting of Restricted Stock Units, vesting or the settlement of the AwardRestricted Stock Units, the subsequent sale of any Shares 1 For the purposes of this Agreement, the phrase “Grantee’s country” refers to any country whose laws and regulations apply to Grantee during the relevant time period, as determined by the Company in its sole discretion. Grantee should speak with his or her personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances. acquired at settlement and the payment receipt of cash upon settlement of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Grantee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Grantee, unless and until satisfactory arrangements (iias determined by the Administrator) In this regard, have been made by Grantee with respect to the Participant authorizes the Company or its agent to satisfy the obligations with regard to payment of all Tax-Related Items which the Company determines must be withheld with respect to the Restricted Stock Units. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Grantee to satisfy withholding obligations for Tax-Related Items, in whole or in part, by withholding cash amounts to be issued upon vesting/settlement one or more of the Awardfollowing (without limitation): (a) paying cash, (b) withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf pursuant to this authorization without further consent) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise), or (d) withholding otherwise deliverable Shares, provided, however, that if Grantee is a Section 16 officer of the Company under the Exchange Act, then the obligation for Tax-Related Items will be satisfied only by one or a combination of methods (a) through (c) above. To avoid negative accounting treatment, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding ratesrates in Grantee’s country, including maximum withholding applicable rates, in which case the Participant will Grantee may receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or Share equivalent. If the Employer, as applicable, any amount of obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Company or Shares are held back solely for the Employer may be required to withhold or account for purpose of paying the Tax-Related Items due as a result of any aspect of the ParticipantRestricted Stock Units. Notwithstanding anything in this section to the contrary, to avoid a prohibited distribution under Section 409A of the Code, if Shares underlying the Restricted Stock Units will be withheld (or sold on Grantee’s participation in behalf) to satisfy any Tax-Related Items arising prior to the Plan date of settlement of the Restricted Stock Units for any portion of the Restricted Stock Units that canis considered “nonqualified deferred compensation” subject to Section 409A of the Code, the number of Shares withheld (or sold on Grantee’s behalf) shall not be satisfied by exceed the means previously described. The Company may refuse to settle number of Shares that equals the award if the Participant fails to comply with the Participant’s obligations in connection with liability for the Tax-Related Items. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Responsibility for Taxes. (i) Regardless You acknowledge that, regardless of any action taken by the Company or the Participant’s or, if different, your employer (the “Employer”) takes with respect to any or ), 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 your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardUnits, including, but not limited to, the grant, vesting or settlement of the AwardUnits, or the payment subsequent sale of cash upon settlement shares of the AwardCommon Stock acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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 acknowledges as applicable, 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation -3- Revised November 2018 paid to you by the Company and/or the Employer; (ii) withholding from proceeds from the sale of Shares acquired upon settlement either through a voluntary sale or through a mandatory sale (which the Company may either arrange on your behalf pursuant to this authorization without further consent or may require you to enter into a trading plan that complies with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act with a brokerage firm acceptable to the Company for this purpose); or (iii) withholding in Shares to be issued upon settlement. Notwithstanding the foregoing, if you are a Section 16 officer of the Company, you agree and acknowledge that the Company or its agent are authorized to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement settlement, unless the Committee determines in its discretion to satisfy the obligations for all Tax-Related Items by one or a combination of (i), (ii) and (iii) above. Depending on the Award. To avoid negative accounting treatmentwithholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, including maximum withholding ratesfor tax purposes, in which case you are deemed to have been issued the Participant will receive full number of Shares subject to the Vested Units, notwithstanding that a refund number of any overthe Shares are held back solely for the purpose of paying the Tax-withheld amount in cash. (iii) Related Items. Finally, the Participant shall you agree to pay to the Company or the Employer, as applicable, 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 your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless You acknowledge that, regardless of any action taken by the Company Company, any subsidiary or affiliate of the Participant’s Company, including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax (including U.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, social insurance, payroll 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the 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 AwardMSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the MSUs, the grantvesting of MSUs, vesting or settlement the conversion of the Award, MSUs into shares of Common Stock or the payment receipt of an equivalent cash upon payment, the subsequent sale of any shares of Common Stock acquired at settlement and the receipt of the Awardany dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award MSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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. (ii) . Prior to the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant authorizes MSUs, you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the any applicable withholding obligations or rights with regard to all Tax-Related Items by one or a combination of the following: (a) requiring you to make a payment in a form acceptable to the Company; or (b) withholding from your wages or other cash amounts compensation payable to you; or (c) withholding from proceeds of the sale of shares of Common Stock acquired upon settlement of the MSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (d) withholding in shares of Common Stock to be issued upon vesting/settlement of the Award. To avoid negative MSUs; provided, however, if you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (b) and (c) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesrates applicable in your jurisdiction(s). In the event of over-withholding, in which case the Participant will you may receive a refund of any over-withheld amount in cash. cash and (iiiwith no entitlement to the equivalent in shares of Common Stock) or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If any obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the vested MSUs, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall you agree to pay to the Company or the Employer, as applicable, any amount of Tax-Related TaxRelated Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award shares or the proceeds of the sale of shares of Common Stock, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 4 to the contrary, to avoid a prohibited acceleration under Section 409A, if shares of Common Stock subject to MSUs will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the MSUs, then to the extent that any portion of the MSUs that is considered nonqualified deferred compensation subject to Section 409A, then the number of such shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items with respect to such shares.

Responsibility for Taxes. (ia) Regardless of any action the Company or the ParticipantOptionees’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related tax‑related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the 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 AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash upon settlement shares of Common Stock acquired pursuant to such exercise and the Awardreceipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee has become subject to 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 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. (iib) Prior to the relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash amounts compensation paid to the Optionee by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Common Stock acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or (iii) if authorized by the Committee, withholding in shares of Common Stock to be issued upon vesting/settlement at exercise of the Award. Option. (c) To avoid any 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 maximum withholding applicable rates, in which case the Participant Optionee will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Optionee is deemed to have been issued the full number of shares of Common Stock subject to the exercised Options, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. (iiid) Finally, the Participant Optionee shall pay to the Company or the Employer, as applicable, 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 ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award shares or the proceeds of the sale of shares of Common Stock, if the Participant Optionee fails to comply with the ParticipantOptionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes any of its Affiliates take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerAffiliate, if any. The Participant You further acknowledges acknowledge that the Company and/or the Employer Affiliate (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Units, or the payment issuance of cash upon settlement Shares, the subsequent sale of Shares acquired pursuant to such issuance and the Awardreceipt of any dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (iib) In Subject to Sections 7(c) and (d) below, your acceptance of this regardAgreement constitutes your instruction and authorization to your brokerage firm (or, in the absence of a designated brokerage firm, any brokerage firm determined acceptable to the Company for such purpose) to sell on your behalf the number of whole Shares from those Shares issuable to you upon settlement of the Performance Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items. Such Shares will be sold on the day the Tax-Related Items are determined or as soon thereafter as practicable. You will be responsible for all brokers’ fees and other costs of sale, which fees and costs may be deducted from the proceeds of the foregoing sale of Shares, and you agree to indemnify and hold the Company and any brokerage firm selling such Shares harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed your Tax-Related Items, such excess cash will be deposited into the securities account established with the brokerage firm for the settlement of your Performance Units. You acknowledge that the broker or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy your Tax-Related Items. (c) At any time before any taxable or tax withholding event, the Participant authorizes Committee may, in its sole discretion, determine that the Company or its agent the Affiliate will satisfy any tax withholding obligation with respect to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts Shares to be issued upon vesting/settlement vesting of the AwardPerformance Units. To avoid negative the extent the Committee makes such a determination, you hereby authorize the Company to withhold Shares otherwise issuable upon vesting of the Performance Units having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy the Tax-Related Items. (d) In the event that, in the reasonable determination of the Company and/or its Affiliate, such tax withholding by the sale or withholding of Shares as described in Sections 7(b) and (c) above is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, you authorize the Company and/or the Affiliate to satisfy any applicable withholding obligation for Tax-Related Items by withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate, within legal limits, or by requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items. (e) Depending on the withholding method, the Company may or an Affiliate may, if necessary, withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including up to maximum withholding applicable rates, in which case the Participant will I may receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay cash and will have no entitlement to the Company or equivalent in Shares. If the Employer, as applicable, any amount of obligation for the Tax-Related Items is satisfied by withholding in Shares as described in Section 7(c) above, for tax purposes, you will be deemed to have been issued the full number of Shares subject to the Performance Units, notwithstanding that a number of the Company or Shares are held back solely for the Employer may be required to withhold or account for purpose of paying the Tax-Related Items due as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. Plan. (f) The Company or the Affiliate may refuse to settle issue or deliver the award if Shares or the Participant fails proceeds of the sale of Shares unless and until you have complied with your obligations related to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems described in this Section 7.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participantor, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), the Participant Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant Awardee 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 AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash shares of Stock upon settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock and the receipt of any dividends and/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Awardee becomes subject to tax in more than one jurisdiction, the Participant 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all . Awardee’s Tax-Related Items subject to a withholding obligation by withholding cash amounts the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the AwardRestricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. To avoid negative accounting treatmentAlternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesrates applicable in Awardee’s jurisdiction. In the event of over-withholding, in which case the Participant will Awardee may receive a refund of any over-withheld amount in cash. cash (iii) with no entitlement to the equivalent in Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of under-withholding, Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee 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 shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant Awardee shall pay to the Company or the Employer, as applicable, 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 ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award shares of Stock or the proceeds of the sale of shares of Stock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (if different) (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and Program 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 his or her responsibility and that such liability may exceed the 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 AwardOption, including, but not limited to, including the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash upon settlement Shares acquired pursuant to such exercise and the receipt of the Awardany dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become becomes subject to tax and/or social security contributions in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable, tax and/or social security contribution 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. (ii) . Prior to any relevant taxable, tax and/or social security contribution withholding event, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent and/or the Employer, at their sole discretion, to satisfy the obligations with regard respect to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash amounts compensation paid to him or her by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of Shares acquired upon exercise of 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) subject to any xxxxxxx xxxxxxx policies implemented by the Company and applicable to the Participant and to the xxxxxxx xxxxxxx rules set forth under Section 10(b) and Rule 10b-5 of the U.S. Securities Exchange Act of 1934; or (iii) withholding in Shares to be issued upon vesting/settlement exercise of the AwardOption. To In the event any Tax-Related Items are recovered by withholding in Shares, to avoid negative accounting treatment, the Company may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, including maximum withholding ratesfor tax purposes, in which case the Participant will receive be deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a refund number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any overaspect of the Participant’s participation in the Program. In the event Tax-withheld amount Related Items are recovered by any of the other methods described in cash. (iii) this Section 9, the Company or the Employer may withhold or account for Tax-Related Items by considering maximum applicable rates. Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 Program or Participant’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to settle honor the award exercise and refuse to issue or deliver the Shares or the proceeds of the sale of the Shares to the Participant if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless 1. Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash upon settlement Shares acquired pursuant to such exercise and the receipt of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (ii) 2. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. 3. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Award. To avoid negative accounting treatment, following: (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company may withhold and/or the Employer; or (b) withholding from proceeds from the sale of Shares acquired upon exercise of the Option either through a voluntary sale or account for Tax-Related Items through a mandatory sale arranged by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cashCompany (on Participant’s behalf pursuant to this authorization without further consent). (iii) Finally, the 4. Participant shall agrees to pay to the Company or the Employer, as applicableincluding through withholding from Participant’s wages or other cash compensation paid to 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 settle issue or deliver the award Shares or the proceeds from the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Notwithstanding any contrary provision of any action this Agreement, the Company shall have no obligation to process the settlement of the Award or to deliver shares of Stock unless and until satisfactory arrangements (as determined by the Participant’s employer (the “Employer”Company) takes will have been made by Participant with respect to any or all income taxthe payment of income, employment, social insurance, National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant including, without limitation, in connection with the Participant grant, vesting or settlement of the Award, the subsequent sale of shares of Stock acquired under the Plan and/or the receipt of any dividends on such shares of Stock which the Company determines must be withheld (“Tax-Related Items”). Participant authorizes the Company and/or the Affiliate to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Affiliate or from proceeds of the sale of shares of Stock. Further, if Participant is subject to tax in more than one jurisdiction between the date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Affiliate employer, or former employer, as applicable, may be required to withhold or account for tax in more than one jurisdiction. Regardless of any action of the Company or the Affiliate, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or and the Employer Affiliate (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement of 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless 1. Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes with respect to any or ), 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, or the payment subsequent sale of cash upon settlement Shares acquired pursuant to such exercise and the receipt of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event or 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. (ii) 2. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. 3. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Award. To avoid negative accounting treatment, following: (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company may withhold and/or the Employer; or (b) withholding from proceeds from the sale of Shares acquired upon exercise of the Option either through a voluntary sale or account for Tax-Related Items through a mandatory sale arranged by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cashCompany (on Participant’s behalf pursuant to this authorization without further consent). (iii) Finally, the 4. Participant shall agrees to pay to the Company or the Employer, as applicableincluding through withholding from Participant’s wages or other cash compensation paid to 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 settle issue or deliver the award Shares or the proceeds from the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless You acknowledge that, regardless of any action taken by the Company Company, any subsidiary or affiliate of the Participant’s Company, including your employer (the “Employer”) takes with respect to any or ), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, social insurance, payroll 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s your responsibility and may exceed the 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 AwardPerformance Share Units, including, but not limited toincluding the grant of the Performance Share Units, the grantvesting of Performance Share Units, vesting or settlement the conversion of the Award, Performance Share Units into Shares or the payment receipt of an equivalent cash upon payment, the subsequent sale of any Shares acquired at settlement and the receipt of the Awardany dividends; and and, (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award 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 has become you are subject to tax 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. (ii) . Prior to the relevant taxable event, you agree to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items. In this regard, by your acceptance of the Participant authorizes Performance Share Units, you authorize the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from your wages or other cash amounts compensation paid to you by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the Performance Share Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon vesting/settlement of the Award. To avoid negative Performance Share Units; provided, however, if you are a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Company will withhold Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesrates applicable in your jurisdiction(s), in which case the Participant will you may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Share Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall you agree to pay to the Company or the Employer, as applicableincluding through withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 9 to the contrary, to avoid a prohibited acceleration under Section 409A, if Shares subject to the Performance Share Units will be sold on your behalf (or withheld) to satisfy any Tax-Related Items arising prior to the date of settlement of the Performance Share Units for any portion of the Performance Share Units that is considered nonqualified deferred compensation subject to Section 409A, then the number of shares sold on your behalf (or withheld) shall not exceed the number of shares that equals the liability for Tax-Related Items.

Responsibility for Taxes. (i) Regardless Notwithstanding any contrary provision of any action this Agreement, the Company shall have no obligation to process the settlement of the Award or to deliver Common Shares unless and until satisfactory arrangements (as determined by the Participant’s employer (the “Employer”Company) takes will have been made by Participant with respect to any or all income taxthe payment of income, employment, social insurance, National Insurance Contributions, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant including, without limitation, in connection with the Participant grant, vesting or settlement of the Award, the subsequent sale of Common Shares acquired under the Plan and/or the receipt of any dividends on such Common Shares which the Company determines must be withheld (“Tax-Related Items”). Participant authorizes the Company and/or the Affiliate to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Affiliate or from proceeds of the sale of Common Shares. Further, if Participant is subject to tax in more than one jurisdiction between the date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Affiliate employer, or former employer, as applicable, may be required to withhold or account for tax in more than one jurisdiction. Regardless of any action of the Company or the Affiliate, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or and the Employer Affiliate (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement of 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action the Company or the taken by Workday or, if different, Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company Workday or the Employer. The Participant further acknowledges that the Company Workday 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the Award, or RSUs and the payment subsequent sale of cash upon settlement of the AwardShares acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Workday 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to Workday and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes Workday and/or the Company Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant’s wages or other cash amounts compensation paid to Participant by Workday and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon vesting/settlement of the AwardRSUs, or (iv) any other arrangement approved by the Committee. To avoid negative Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Workday will satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the RSUs, unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting treatmentconsequences, in which case Participant may elect to (A) have the Company or the Employer withhold from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, or (B) have the Company withhold from proceeds of the sale of Shares acquired upon settlement of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization). Workday may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates in Participant’s country, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash. (iii) , will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant shall agrees to pay to the Company Workday or the Employer, as applicable, Employer any amount of Tax-Related Items that the Company Workday 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 Workday may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s 's responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOptions, including, but not limited to, the grant, vesting or settlement exercise of the AwardOptions, or the payment subsequent sale of cash upon settlement any Shares acquired at exercise and the receipt of the Awardany dividends; and (2b) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award Options to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent the Company's respective agents, at the Company's discretion, to satisfy the obligations with regard respect to all Tax-Related Items by one or a combination of the following: (a) withholding from proceeds of the sale of Shares acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization); (b) withholding from Participant's wages or other cash amounts compensation paid to Participant by the Company; or (c) withholding in Shares to be issued upon vesting/settlement exercise of the AwardOptions. To avoid negative accounting treatmentDepending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finallycash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant shall agrees to pay to the Company or the Employer, as applicable, 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 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s 's obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the vested Restricted Stock Units based on the Fair Market Value of the underlying Shares on the date the withholding obligation arises, in an amount equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award. To avoid negative , provided, however 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts in the Participant’s country or other applicable withholding rates, including maximum withholding ratesapplicable rates in the Participant’s country, to the extent permitted under the Plan, in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all 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 the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, or the payment subsequent sale of cash upon Shares acquired pursuant to such settlement and the receipt of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, by the Participant’s acceptance of the RSUs, 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 RSUs) by withholding in Shares to be issued upon settlement of the RSUs, or if settled in cash, by withholding a portion of the cash payment amount otherwise payable upon settlement of the RSUs. 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, to satisfy the obligations with regard to all Tax-Related Items by by: (i) requiring the Participant to pay to the Company or the Employer any amount of the Tax-Related Items; and/or (ii) withholding cash amounts any amount of the Tax-Related Items from the Participant’s wages or other compensation paid to be issued the Participant; (iii) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Award. To avoid negative accounting treatment, RSU either through a voluntary sale or through a mandatory sale 408098219-v3\NA_DMS arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iv) any other method of withholding determined by the Company and, to the extent required by applicable laws or the Plan, approved by the Committee. (c) The Company 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 withholding applicable rates, in which case the jurisdictions relevant to the Participant. In the event that any excess amounts are withheld to satisfy the obligation for Tax-Related Items, the Participant will may be entitled to receive a refund of any over-withheld amount (with no entitlement to the Share equivalent), or if not refunded by the Company 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 cashthe form of a refund. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicableincluding 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 settle issue or deliver the award Shares, the cash equivalent or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action the Company or the taken by Workday or, if different, Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company Workday or the Employer. The Participant further acknowledges that the Company Workday 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 AwardPSUs, including, but not limited to, the grant, vesting or settlement of the Award, or PSUs and the payment subsequent sale of cash upon settlement of the AwardShares acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Workday 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to Workday and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes Workday and/or the Company Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant’s wages or other cash amounts compensation paid to Participant by Workday and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon vesting/settlement of the AwardPSUs; or (iv) any other arrangement approved by the Committee. To avoid negative Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Workday will satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the RSUs, unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting treatmentconsequences, in which case Participant may elect to (A) have Workday or the Company Employer withhold from Participant’s wages or other cash compensation paid to Participant by Workday and/or the Employer, or (B) have Workday withhold from proceeds of the sale of Shares acquired upon settlement of the RSUs, either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this authorization). Workday may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates in Participant’s country, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash. (iii) , will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant shall agrees to pay to the Company Workday or the Employer, as applicable, Employer any amount of Tax-Related Items that the Company Workday 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 Workday may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefit 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardShares, including, but not limited to, the grant, vesting issuance or settlement transfer of the AwardShares, or the payment of cash upon settlement subsequent sale of the AwardShares, and the receipt of any dividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to assist the Company in satisfying any applicable withholding obligations for Tax-Related Items. In this regard, the Company, or their respective agents, at their discretion, may satisfy, or allow Participant authorizes to satisfy, the Company or its agent to satisfy the obligations withholding obligation with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement any of the Award. following, or a combination thereof: (i) By cash, check or wire transfer of immediately available funds; provided that the Company may limit the use of one of the foregoing methods if one or more of the methods below is permitted; (ii) Delivery (including telephonically to the extent permitted by the Company) of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares, and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the obligation for Tax-Related Items; provided that such amount is paid to the Company at such time as may be required by the Company; (iii) To avoid negative accounting treatmentthe extent permitted by the Administrator, surrendering Shares issued hereunder valued at their Fair Market Value on such date; or (iv) By the deduction of such amount from other compensation payable to Participant. (c) The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment of any Tax-Related Items as Participant's election to satisfy all or any portion of the Tax-Related Items pursuant to Section 2.1(b)(iii) or (iv) above, or a combination of such sections. (d) 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 maximum withholding applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cash.cash through the Company’s normal payment processes for members of the Board and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by surrendering one or more Shares, solely for tax purposes and not intended to modify or restrict in any way Section 4.2 of the Plan, Participant is deemed to have been issued the (iiie) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds from the sale of the Shares if the Participant fails to comply with the Participant’s 's obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (a) withholding from the Participant’s wages, salary or other cash amounts compensation payable to the Participant by the Company, the Employer or any other Subsidiary or affiliate of the Company; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the Award. To avoid negative vested Restricted Stock Units; provided, however, 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above; or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee. 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 withholding ratesrates applicable in the Participant’s jurisdiction(s), in which case to the extent permitted under the Plan. In the event of over-withholding, the Participant will may receive a refund of any over-withheld amount in cash. cash (iii) with no entitlement to the Common Stock equivalent), or if not refunded by the Company, the Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participantor, if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”), the Participant Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant Awardee 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 AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash shares of Stock upon settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock and the receipt of any dividends and/or any Dividend Equivalent Rights; and (2b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Awardee becomes subject to tax in more than one jurisdiction, the Participant 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. (ii) In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to all . Awardee’s Tax-Related Items subject to a withholding obligation by withholding cash amounts the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the AwardRestricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding obligations for Tax-Related Items due. To avoid negative accounting treatmentAlternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization without further consent); or (ii) in any other way set forth in Section 15 of the Plan; provided, however, that if Awardee is a Section 16 officer of the Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesrates applicable in Awardee’s jurisdiction. In the event of over-withholding, in which case the Participant will Awardee may receive a refund of any over-withheld amount in cash. cash (iii) with no entitlement to the equivalent in shares of Stock), or if not refunded, Awardee may seek a refund from the local tax authorities. In the event of under-withholding, Awardee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by a net share issuance of shares, for tax purposes, Awardee 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 shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant Awardee shall pay to the Company or the Employer, as applicable, 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 ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award shares of Stock or the proceeds of the sale of shares of Stock, if the Participant Awardee fails to comply with the ParticipantAwardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax, employment tax, fringe benefit 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s 's responsibility and may exceed the 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 Award, including, but not limited to, the grant, grant or vesting or settlement of the Award, or the payment subsequent sale of cash upon settlement Shares and the receipt of the Awardany dividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to cooperate with the Company in satisfying any applicable withholding obligations for Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent agents, at their discretion, may satisfy, or allow Participant to satisfy satisfy, the obligations withholding obligation with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement any of the Awardfollowing, or a combination thereof: (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 delivery to the 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 wire transfer of immediately available funds; provided, that such amount is paid to the Company at such time as may be required by the Administrator; or (iii) To the extent permitted by the Administrator, delivery to the Company of Shares vesting hereunder in satisfaction of any applicable withholding tax obligations. To avoid negative accounting treatmentThe number of Shares which may be so surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. (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 2.2(b)(iii) above. (d) 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 maximum withholding applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cashcash through Company’s normal payroll processes and will have no entitlement to the Common Stock equivalent. (iiie) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes with respect to any or ), 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 or deemed 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) 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the AwardRSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. . To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (ii) In this regardother 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 applicable taxable or tax withholding event, Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their obligations (if any) with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Participant’s wages or other cash amounts compensation payable to be issued Participant by the Company or the Employer, or any Affiliate; (b) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Award. To avoid negative accounting treatmentRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent); (c) requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items; and/or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or the Plan, approved by the Committee; provided, however, that if Participant is a Section 16 officer of the Company under the Act, 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 Shares. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding ratesrates applicable in Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant will may receive a refund of any over-withheld amount in cash. cash (iiiwith no entitlement to the equivalent amount in Shares) Finally, the Participant shall pay to from the Company or the Employer; otherwise, as applicableParticipant may be able to seek a refund from the local tax authority. In the event of under-withholding, Participant may be required to pay any amount of additional Tax-Related Items that directly to the Company or applicable tax authority. If the Employer may be required obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant is deemed to withhold or account for as a result have been issued the full number of Shares subject to the vested portion of the Participant’s participation in RSUs, notwithstanding that a number of the Plan that cannot be satisfied by Shares are held back solely for the means previously describedpurpose of paying the Tax-Related Items. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate which employs Participant or the Participant’s employer to which Participant otherwise renders services (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related ItemsService Recipient”), 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) 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 AwardPSUs, including, but not limited to, the grant, vesting or settlement of the AwardPSUs, or the payment subsequent sale of cash upon Shares acquired pursuant to the settlement of any PSUs and the Awardreceipt of any dividends or Dividend Equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) In this regardThe Company shall have the authority and the right to deduct or withhold, or to require Participant to remit to the Company or the Service Recipient, an amount sufficient to satisfy all applicable Tax-Related Items with respect to any taxable event arising in connection with the PSUs. Participant hereby authorizes the Company and/or the Service Recipient, or its agent their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all for Tax-Related Items by one or a combination of the following methods: (i) withholding cash from Participant’s salary, wages, or any other amounts payable to be issued the Participant; (ii) withholding Shares otherwise issuable to Participant upon vesting/settlement of the Award. To avoid negative accounting treatmentPSUs and Dividend Equivalents, provided that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share withholding procedure will be subject to the express prior approval of the Administrator; (iii) instructing a broker on Participant’s behalf (pursuant to this authorization and without further consent) to sell Shares otherwise issuable to Participant upon settlement of the PSUs and Dividend Equivalents and submit the proceeds of such sale to the Company; or (iv) any other method determined by the Company to be permitted under the Plan and in compliance with Applicable Law. (c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding ratesrates applicable in Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant will may receive a refund of any over-withheld amount in cashcash and (with no entitlement to the equivalent in Shares) or if not refunded, Participant may seek a refund from the local tax authorities. 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. If the obligations for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested PSUs and Dividend Equivalents, notwithstanding that a number of the Shares is held back solely for the purpose of satisfying withholding obligations for Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, Service Recipient any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed above in Section 3.2(b). The Company may refuse shall not be obligated to settle the award if the deliver any Shares to Participant fails to comply with the or Participant’s obligations legal representative unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in connection with full the amount of any withholding obligation for Tax-Related ItemsItems resulting from the PSUs, the Dividend Equivalents or the Shares subject to the PSUs and the Dividend Equivalents.

Responsibility for Taxes. (i) Regardless a. As a condition of the grant, vesting and exercise of these Options, Optionee acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or ultimate liability for all income tax, social security contributions (including the Company’s social security contributions to the extent such amounts may be lawfully recovered from or borne by the Optionee), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (or any equivalent or similar taxes, contributions or other relevant tax-related items in any relevant jurisdiction) or required deductions, withholdings or payments legally applicable to him or her and related to the Participant’s grant, vesting or exercise of the Options, the issuance, holding or subsequent sale of the Option Shares, or the 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 ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company Company. Optionee further acknowledges and agrees that Optionee is solely responsible for filing all relevant documentation that may be required in relation to these Options or any Tax-Related Items (other than filings or documentation that is the Employer. The Participant specific obligation of the Company), such as, but not limited to, personal income tax returns or reporting statements in relation to the grant, vesting or exercise of these Options, the issuance or holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. b. Optionee further acknowledges that the Company and/or the Employer Company: (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis Option, including, but not limited to, the grant, vesting or settlement exercise of these Options, the Awardissuance, holding or subsequent sale of Shares acquired pursuant to such exercise and the payment receipt of cash upon settlement of the Awardany dividends; and (2ii) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award these Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. Optionee also understands that Applicable Laws may require varying Option or Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under Applicable Laws. c. By entering into this Agreement, Optionee agrees to indemnify the Company and any relevant Parent, Subsidiary or Affiliate, against all and any liability for any taxes or Tax-Related Items which may arise in respect of, or in connection with, this Option (or, for the avoidance of doubt, any option granted or provided to Optionee by way of rollover, assumption or replacement of these Options) or the Shares (or, for the avoidance of doubt, other shares or securities) issued or transferred pursuant to the exercise of these Options (or, for the avoidance of doubt, any option granted or provided to Optionee by way of rollover, assumption or replacement of these Options). d. Further, if the Participant has become Optionee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant as applicable, 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. (ii) e. Prior to the relevant taxable or tax withholding event, as applicable, Optionee agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant pursuant to this Agreement and subject to Applicable Laws, Optionee authorizes the Company Company, or its agent respective agents, at their discretion, to satisfy Optionee’s Tax Withholding Obligations by (i) withholding or deducting from Optionee’s wages or other compensation paid to Optionee by the obligations with regard Company, (ii) withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to all Tax-Related Items by this authorization) without further consent, (iii) withholding cash amounts to Shares that would otherwise be issued upon vesting/settlement exercise of the Award. To avoid negative accounting treatmentOptions or (iv) such other method as determined by the Company. f. Depending on the method of satisfying the Tax Withholding Obligations, the Company may pay, withhold or account for Tax-Related Items such Tax Withholding Obligations by considering applicable minimum statutory withholding amounts or other applicable tax or withholding rates, including maximum withholding applicable rates, in which case Optionee will (depending on the Participant will laws of the relevant jurisdiction) receive a refund of any over-withheld or over-paid amount in cashcash or otherwise be able to claim relief in respect of any such over-withheld or over-paid amount, and will in any event have no entitlement to the Share equivalent. (iii) Finally, the Participant shall g. Optionee agrees to pay to the Company or the Employer, as applicable, any amount of Tax-Related Items Tax Withholding Obligations that the Company or the Employer may be required to pay, withhold or account for as a result of Optionee’s receipt, vesting or exercise of this Option, the Participantissuance or holding of Shares subject to the Options and/or the disposition of such Shares or Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant Optionee fails to comply with the Participant’s his or her obligations in connection with the Tax-Related ItemsTax Withholding Obligations. h. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s receipt, the vesting and/or exercise of the Options, the issuance or holding of Shares subject to the Option and/or the disposition of such Shares. Optionee represents that Optionee has consulted any tax consultants Optionee deems advisable in connection with the receipt, vesting and/or exercise of the Options, the issuance or holding of Shares subject to the Options and/or the disposition of such Shares and that Optionee is not relying on the for any tax advice.

Responsibility for Taxes. This provision supplements Section 13 of the Performance Share Agreement: (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer (Employer, the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardPerformance Shares, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Shares, or the payment subsequent sale of cash upon Shares acquired pursuant to such settlement and the receipt of the Awardany 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 Award Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; (ii) Withholding from any cash payment made in settlement of the Performance Shares or dividend equivalents; (iii) withholding from proceeds of the sale of Shares acquired upon settlement of 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) withholding in Shares to be issued upon vesting/settlement of the Award. To avoid negative Performance Shares; provided, however, that if the Participant is subject to Section 16 of 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, or to make any cash payment upon settlement of the Performance Shares if the Participant fails to comply with 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. (i) Regardless of any action the Company or or, if different, the ParticipantOptionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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”), the Participant Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Optionee 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 AwardOptions, including, including but not limited to, the grant, vesting or settlement exercise of the AwardOptions, or the payment subsequent sale of cash upon settlement Shares acquired pursuant to such exercise and the receipt of the Awardany dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become Optionee is subject to tax in more than one jurisdiction, the Participant he or she 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. (ii) . Prior to exercise of the Options or any other relevant taxable or tax withholding event, as applicable, the Optionee must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Optionee’s wages or other cash amounts compensation paid to the Optionee by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Options, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent), to the extent and in the manner permitted by Global Key Employee Option Agreement all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/settlement at exercise of the AwardOptions based on the Fair Market Value of the underlying Shares on the date the withholding obligation arises, in an amount equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Options. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, to the extent authorized under the Plan, in which case the Participant will Optionee may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee is deemed to have been issued the full number of Shares subject to the exercised Options, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Optionee. Finally, the Participant shall Optionee is required to pay to the Company or the Employer, as applicable, 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 his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver Shares or the award proceeds of the sale of Shares if the Participant Optionee fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Optionee shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (ia) Regardless of any action the Company or the Participant’s employer (the “Employer”) Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 Awardthis Option, including, but not limited to, the grant, vesting or settlement exercise of this Option, the Awardissuance of Shares upon exercise of this Option, or the payment subsequent sale of cash upon settlement Shares acquired pursuant to such issuance and the receipt of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant this Option or any aspect of the Award this Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon vesting/settlement exercise of this Option; provided, however, that if the Participant is a Section 16 officer of the AwardCompany 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 is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) hereof. To avoid negative accounting treatmentDepending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the exercised portion of this Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (iiic) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle honor the award exercise of the Option or refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the vested Restricted Stock Units the fair market value of which (determined by reference to the closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the preceding trading date) is equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award, provided, however 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 is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant’s employer (the “Employer”) takes with respect to any or ), 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 or deemed 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) 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the AwardRSUs; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. . To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (ii) In this regardother 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 applicable taxable or tax withholding event, Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their obligations (if any) with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Participant’s wages or other cash amounts compensation payable to be issued Participant by the Company, the Employer, or any Affiliate; (b) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Award. To avoid negative accounting treatmentRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent); (c) requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items; and/or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or the Plan, approved by the Committee; provided, however, that if Participant is a Section 16 officer of the Company under the Act, 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 Shares. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding ratesrates applicable in Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant will may receive a refund of any over-withheld amount in cash. cash (iiiwith no entitlement to the equivalent amount in Shares) Finally, the Participant shall pay to from the Company or the Employer; otherwise, as applicableParticipant may be able to seek a refund from the local tax authority. In the event of under-withholding, Participant may be required to pay any amount of additional Tax-Related Items that directly to the Company or applicable tax authority. If the Employer may be required obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant is deemed to withhold or account for as a result have been issued the full number of Shares subject to the vested portion of the Participant’s participation in RSUs, notwithstanding that a number of the Plan that cannot be satisfied by Shares are held back solely for the means previously describedpurpose of paying the Tax-Related Items. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate which employs Participant or the Participant’s employer to which Participant otherwise renders services (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related ItemsService Recipient”), 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) 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, or the payment subsequent sale of cash upon Shares acquired pursuant to the settlement of any RSUs and the Awardreceipt of any dividends or Dividend Equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) In this regardThe Company shall have the authority and the right to deduct or withhold, or to require Participant to remit to the Company or the Service Recipient, an amount sufficient to satisfy all applicable Tax-Related Items with respect to any taxable event arising in connection with the RSUs. Participant hereby authorizes the Company and/or the Service Recipient, or its agent their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all for Tax-Related Items by one or a combination of the following methods: (i) withholding cash from Participant’s salary, wages, or any other amounts payable to be issued the Participant; (ii) withholding Shares otherwise issuable to Participant upon vesting/settlement of the Award. To avoid negative accounting treatmentRSUs and Dividend Equivalents, provided that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share withholding procedure will be subject to the express prior approval of the Administrator; (iii) instructing a broker on Participant’s behalf (pursuant to this authorization and without further consent) to sell Shares otherwise issuable to Participant upon settlement of the RSUs and Dividend Equivalents and submit the proceeds of such sale to the Company; or (iv) any other method determined by the Company to be permitted under the Plan and in compliance with Applicable Law. (c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding ratesrates applicable in Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant will may receive a refund of any over-withheld amount in cashcash and (with no entitlement to the equivalent in Shares) or if not refunded, Participant may seek a refund from the local tax authorities. 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. If the obligations for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested RSUs and Dividend Equivalents, notwithstanding that a number of the Shares is held back solely for the purpose of satisfying withholding obligations for Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, Service Recipient any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed above in Section 3.2(b). The Company may refuse shall not be obligated to settle the award if the deliver any Shares to Participant fails to comply with the or Participant’s obligations legal representative unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in connection with full the amount of any withholding obligation for Tax-Related ItemsItems resulting from the RSUs, the Dividend Equivalents or the Shares subject to the RSUs and the Dividend Equivalents.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (a) withholding from the Participant’s wages, salary or other cash amounts compensation payable to the Participant by the Company, the Employer or any other Subsidiary or affiliate of the Company; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the Award. To avoid negative vested Restricted Stock Units; provided, however, 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 (other than FICA or other employment Tax-Related Items that become payable in a year prior to the year that income Tax-Related Items become payable), unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above; or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee. 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 withholding ratesrates applicable in the Participant’s jurisdiction(s), in which case to the extent permitted under the Plan. In the event of over-withholding, the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash(with no entitlement to the Common Stock equivalent), or if not refunded by the Company, the Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Xxxxx, Global Key Employee RSU Agreement 402604309-v3\NA_DMS6653188-v3\GESDMS notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (a) withholding from the Participant’s wages, salary or other cash amounts compensation payable to the Participant by the Company, the Employer or any other Subsidiary or affiliate of the Company; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the Award. To avoid negative vested Restricted Stock Units; provided, however, 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 (other than FICA or other employment Tax-Related Items that become payable in a year prior to the year that income Tax-Related Items become payable), unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above; or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee. 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 withholding ratesrates applicable in the Participant’s jurisdiction(s), in which case to the extent permitted under the Plan. In the event of over-withholding, the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash(with no entitlement to the Common Stock equivalent), or if not refunded by the Company, the Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action the Company or the taken by Workday or, if different, Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company Workday or the Employer. The Participant further acknowledges that the Company Workday 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the Award, or RSUs and the payment subsequent sale of cash upon settlement of the AwardShares acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Workday 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.. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to Workday and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes Workday and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items, if any, by one or a combination of the following: (i) withholding from Participant’s wages or other cash compensation paid to Participant by Workday and/or the Employer; or (ii) In withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this regardauthorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the RSUs, or (iv) any other arrangement approved by the Committee. Notwithstanding the foregoing, if Participant authorizes is subject to Section 16 of the Company or its agent to Exchange Act, Workday will satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardRSUs, unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting consequences, in which case Participant may elect to (A) have Workday or the Employer withhold from Participant’s wages or other cash compensation paid to Participant by Workday and/or the Employer, or (B) have Workday withhold from proceeds of the sale of Shares acquired upon settlement of the RSUs, either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this authorization). To avoid negative accounting treatment, the Company Workday may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates in Participant’s jurisdiction(s), including maximum withholding ratesrates applicable in Participant’s jurisdiction(s), in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash. (iii) , will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant shall agrees to pay to the Company Workday or the Employer, as applicable, Employer any amount of Tax-Related Items that the Company Workday 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 Workday may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless i. Grantee acknowledges that, regardless of any action taken by the Company or the Participant’s employer (Employer, the “Employer”) takes with respect to any or ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with any aspect of the AwardRestricted Stock, including, but not limited to, the grant, grant or vesting or settlement of the AwardRestricted Stock, the subsequent sale of Shares acquired due to applicable restrictions on the Restricted Stock having lapsed and the receipt or the payment of cash upon settlement of the Award; any dividends and (2) do not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become Grantee is subject to tax Tax-Related Items in more than one jurisdiction, the Participant Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) . Grantee shall have the right to make such elections under the Code as are available in connection with this award of Restricted Stock. The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for U.S. federal income tax purposes. iii. Prior to any relevant taxable or tax withholding event, as applicable, Xxxxxxx agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. iv. In this regard, the Participant Xxxxxxx authorizes the Company Company, or its agent their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Award. To avoid negative accounting treatmentfollowing: (A) withholding from Xxxxxxx’s wages or other cash compensation paid to Grantee by the Company; or (B) withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock either through a voluntary sale or through a mandatory sale arranged by the Company (on Xxxxxxx’s behalf pursuant to this authorization); or (C) withholding by canceling (in whole or in part) a number of Shares of Restricted Stock having a fair market value not less than the amount of the Tax-Related Items, provided, that if Grantee is a Section 16 officer under the Exchange Act, then the Committee shall establish the method of withholding from alternatives (A)-(C) herein, and, if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then Grantee shall be entitled to elect the method of withholding from the alternatives above. v. Depending on the withholding method and subject to Section 17.2 of the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant Grantee will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. (iii) Finally, the Participant shall vi. Xxxxxxx agrees to pay to the Company or the Employer, as applicable, including through withholding from Xxxxxxx’s wages or other cash compensation paid to Grantee 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 ParticipantXxxxxxx’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant Grantee fails to comply with the ParticipantXxxxxxx’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. 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 Award, including, but not limited to, the grant, vesting or settlement of the Award, or the payment of cash upon settlement of the Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to 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. (ii) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company or its agent to satisfy the any applicable withholding obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement of the Award. To avoid negative accounting treatment, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action the Company or the taken by Workday or, if different, Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company Workday or the Employer. The Participant further acknowledges that the Company Workday 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the Award, or RSUs and the payment subsequent sale of cash upon settlement of the AwardShares acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Workday 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to Workday and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes Workday and/or the Company Employer, or its agent their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Participant’s wages or other cash amounts compensation paid to Participant by Workday and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon vesting/settlement of the AwardRSUs, provided Workday only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amounts; or (iv) any other arrangement approved by the Committee. To avoid negative accounting treatmentDepending on the withholding method, the Company Workday may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash. (iii) , will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant shall agrees to pay to the Company Workday or the Employer, as applicable, Employer any amount of Tax-Related Items that the Company Workday 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 Workday may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision supplements Section 13 of the Performance Share Agreement: (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer (Employer the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardPerformance Shares, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Shares, or the payment subsequent sale of cash upon Shares acquired pursuant to such settlement and the receipt of the Awardany 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 Award Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of 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); or (iii) withholding in Shares to be issued upon vesting/settlement of the Award. To avoid negative Performance Shares; provided, however, 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the vested Restricted Stock Units based on the Fair Market Value of the underlying Shares on the date the withholding obligation arises, in an amount equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award, provided, however 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 is problematic under applicable tax or securities law or has materially adverse accounting consequences, Global Key Employee RSU Agreement in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, to the extent authorized under the Plan, in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization 3 of 11 by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of 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 maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 402604335-v3\NA_DMS 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 the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance RSUs, including, but not limited toto the grant of the Performance RSUs, the grant, vesting or settlement of the AwardPerformance RSUs, or the payment issuance of cash upon Shares in settlement of the AwardPerformance RSUs, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Performance RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (a) withholding from the Participant’s wages, salary or other cash amounts compensation payable to the Participant by the Company, the Employer or any other Subsidiary or affiliate of the Company; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested Performance 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the Award. To avoid negative vested Performance RSUs; provided, however, 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 (other than FICA or other employment Tax-Related Items that become payable in a year prior to the year that income Tax-Related Items become payable), unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above; or (d) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee. 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 withholding ratesrates applicable in the Participant’s jurisdiction(s), in which case to the extent permitted under the Plan. In the event of over-withholding, the Participant will may receive a refund of any over-withheld amount in cash. cash (iii) with no entitlement to the Common Stock equivalent), or if not refunded by the Company, the Participant may seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares underlying the vested Performance RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. This provision supplements Section 12 of the Restricted Stock Unit Agreement: (ia) Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Participant’s employer (Employer, the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items ) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, or the payment subsequent sale of cash upon Shares acquired pursuant to such settlement and the receipt of the Awardany 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 Award RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (iib) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares 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); or (iii) withholding in Shares to be issued upon vesting/settlement of the Award. To avoid negative RSUs; provided, however, 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cashcash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (iiid) Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless You acknowledge that, regardless of any action taken by the Company or the Participant’s or, if different, your employer (the “Employer”) takes with respect to any or ), 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 your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardUnits, including, but not limited to, the grant, vesting or settlement of the AwardUnits, or the payment subsequent sale of cash upon settlement shares of the AwardCommon Stock acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become you are subject to tax 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 acknowledges as applicable, 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. (ii) . psp -3- November 2018 Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; (ii) withholding from proceeds from the sale of Shares acquired upon settlement either through a voluntary sale or through a mandatory sale (which the Company may either arrange on your behalf pursuant to this authorization without further consent or may require you to enter into a trading plan that complies with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act with a brokerage firm acceptable to the Company for this purpose); or (iii) withholding in Shares to be issued upon settlement. Notwithstanding the foregoing, if you are a Section 16 officer of the Company, you agree and acknowledge that the Company or its agent are authorized to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement settlement, unless the Committee determines in its discretion to satisfy the obligations for all Tax-Related Items by one or a combination of (i), (ii) and (iii) above. Depending on the Award. To avoid negative accounting treatmentwithholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, including maximum withholding ratesfor tax purposes, in which case you are deemed to have been issued the Participant will receive full number of Shares subject to the Vested Units, notwithstanding that a refund number of any overthe Shares are held back solely for the purpose of paying the Tax-withheld amount in cash. (iii) Related Items. Finally, the Participant shall you agree to pay to the Company or the Employer, as applicable, 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 your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails you fail to comply with the Participant’s your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action the Company or the taken by Workday or, if different, Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company Workday or the Employer. The Participant further acknowledges that the Company Workday 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 AwardPRSUs, including, but not limited to, the grant, vesting or settlement of the Award, or PRSUs and the payment subsequent sale of cash upon settlement of the AwardShares acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award PRSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Workday 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.. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to Workday and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes Workday and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items, if any, by one or a combination of the following: (i) withholding from Participant’s wages or other cash compensation paid to Participant by Workday and/or the Employer; or (ii) In withholding from proceeds of the sale of Shares acquired upon settlement of the PRSUs either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this regardauthorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the PRSUs; or (iv) any other arrangement approved by the Committee. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Participant authorizes the Company or its agent to Exchange Act, Workday will satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts in Shares to be issued upon vesting/settlement of the AwardPRSUs, unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting consequences, in which case Participant may elect to (A) have Workday or the Employer withhold from Participant’s wages or other cash compensation paid to Participant by Workday and/or the Employer, or (B) have Workday withhold from proceeds of the sale of Shares acquired upon settlement of the PRSUs, either through a voluntary sale or through a mandatory sale arranged by Workday (on Participant’s behalf pursuant to this authorization). To avoid negative accounting treatment, the Company Workday may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding ratesrates in Participant’s jurisdiction(s), including maximum withholding ratesrates applicable in Participant’s jurisdiction(s), in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested PRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash. (iii) , will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant shall agrees to pay to the Company Workday or the Employer, as applicable, Employer any amount of Tax-Related Items that the Company Workday 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 Workday may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or any Parent or Subsidiary, the Participant’s employer (the “Employer”) takes with respect to any or 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerParent or Subsidiary. The Participant further acknowledges that the Company and/or the Employer Parent or Subsidiary (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardthis Option, including, but not limited to, the grant, vesting or settlement exercise of this Option, the Award, or subsequent sale of Shares acquired pursuant to such exercise and the payment receipt of cash upon settlement of the Awardany dividends; and (2ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award this Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (Parent or former employer, as applicable) Subsidiary may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) . Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Parent or Subsidiary to satisfy all Tax-Related Items. In this regard, the Participant authorizes Company and/or the Company Parent or its agent Subsidiary, or their respective agents, at their sole discretion, may determine to satisfy the obligations with regard to all Tax-Related Items by withholding cash amounts to be issued upon vesting/settlement one or a combination of the Awardfollowing and if so determined, the Participant authorizes such entity to take such action: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax-Related Items, (iii) withholding the amount of such Tax-Related Items from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Parent or Subsidiary, (iv) if Participant is a U.S. taxpayer, delivering to the Company already owned Shares having a Fair Market Value equal to such Tax-Related Items, or (v) if the Shares are then registered under the Securities Act and listed or quoted on a recognized national securities exchange, by selling a sufficient number of such Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent) as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax-Related Items. To avoid negative accounting treatmentFor the avoidance of doubt, if Participant is a Service Provider outside the U.S., payment of Tax-Related Items may not be effectuated by surrender of other Shares with a Fair Market Value equal to the amount of any Tax-Related Items. Depending on the withholding method, the Company or the Parent or Subsidiary may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Exercised Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall agrees to pay to the Company or the Employer, as applicable, Parent or Subsidiary any amount of Tax-Related Items that the Company or the Employer Parent or Subsidiary 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (i) Regardless Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant’s employer (the “Employer”) takes with respect to any or 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 in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“"Tax-Related Items”"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s 's responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOptions, including, but not limited to, the grant, vesting or settlement exercise of the AwardOptions, or the payment subsequent sale of cash upon settlement any Shares acquired at exercise and the receipt of the Awardany dividends; and (2b) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award Options to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become is subject to tax 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Company, or its agent the Company's agents, at the Company's discretion, to satisfy the withholding obligations with regard respect to all Tax-Related Items by one or a combination of the following: (a) withholding from proceeds of the sale of Shares acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization); (b) withholding from Participant's wages or other cash amounts compensation paid to Participant by the Company; or (c) withholding in Shares to be issued upon vesting/settlement exercise of the AwardOptions. To avoid negative accounting treatmentDepending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts rates or other applicable withholding rates, including maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) Finallycash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Participant shall agrees to pay to the Company or the Employer, as applicable, 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 's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s 's obligations in connection with the Tax-Related Items.

Responsibility for Taxes. (ia) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account tax or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. 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 Award, including, but not limited to, including the grant, grant or vesting or settlement of the Award, Award or the payment subsequent sale of cash upon settlement of the AwardShares; and (2ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Items. (b) Prior to vesting of the Participant has become subject to tax in more than one jurisdictionAward, the Participant acknowledges that shall pay or make adequate arrangements satisfactory to the Company and/or to satisfy all withholding obligations of the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) Company. In this regard, the Participant authorizes the Company or its agent to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by withholding the Participant from the Participant’s wages or other cash amounts compensation paid to be issued upon vesting/settlement the Participant by the Company or from proceeds of the Awardsale of the Shares. To avoid negative accounting treatmentAlternatively, or in addition, to the extent permissible under applicable law, the Company may withhold (i) sell or account arrange for the sale of Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items by considering applicable minimum Items, and/or (ii) withhold Shares otherwise deliverable upon vesting, provided that the Company only withholds the number of Shares necessary to satisfy the withholding amount (not to exceed maximum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates, in which case the Participant will receive a refund of any over-withheld amount in cash). (iiic) Finally, the Participant shall pay to the Company or the Employer, as applicable, 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 settle the award issue and deliver Shares in payment of any earned and vested RSUs if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related ItemsItems as described in this Section 4.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become is subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items Items, if any, by one or a combination of the following: (a) withholding from the Participant’s wages or other cash amounts compensation paid to the Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares issued in settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued upon vesting/in settlement of the vested Restricted Stock Units based on the Fair Market Value of the underlying Shares on the date the withholding obligation arises, in an amount equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award. To avoid negative , provided, however 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 is problematic under applicable tax or securities law or has materially adverse accounting treatmentconsequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts in the Participant’s country or other applicable withholding rates, including maximum withholding ratesrates applicable in the Participant’s country, to the extent permitted under the Plan, in which case the Participant will may receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant, and you may be required to seek a refund. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.

Responsibility for Taxes. (i) Regardless of any action the Company or or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company 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 AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, or the payment issuance of cash upon Shares in settlement of the AwardRestricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend 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 Award Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if the Participant has become subject to 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. (ii) . Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or additional authorization 3 of 11 by the Participant, to satisfy the their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash amounts compensation paid to be issued the Participant by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the vested 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), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in whole Shares to be issued in settlement of the vested Restricted Stock Units the fair market value of which (determined by reference to the closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award. To avoid negative accounting treatmentDepending 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 maximum withholding applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash. (iii) cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such number of Shares to be withheld shall be rounded up to the next nearest number of whole Shares. If, due to rounding of Shares, the value of the number of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, then the Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant shall is required to pay to the Company or the Employer, as applicable, 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 settle issue or deliver the award Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s his or her obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, and under no circumstances will the Company be required to issue any fractional Shares.