Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” of Appendix A: Without limitation to paragraph B “Responsibility for Taxes” of Appendix A, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in the Award Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility Section 1 of the Terms and Conditions for Taxes” of Appendix ANon‑U.S. Participants: Without limitation to paragraph B “Responsibility Section 1 of the Terms and Conditions for Taxes” of Appendix ANon‑U.S. Participants, the Participant agrees that the Participant he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRCHRMC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC on Participant’ behalf (or any other tax authority or any other relevant authority) on the Participant’s behalf). Notwithstanding the foregoing, if the Participant is a Director or an executive officer of the Company or director (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, Participant as it may be considered a loan. In this case, the amount of any uncollected income tax not collected from or paid by Participant may constitute a benefit to the Participant on which additional income tax and employee National Insurance national insurance contributions (“NICs”) may be payable. The Participant agrees to report is responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay for reimbursing the Company or the Employer (as appropriate) for the value of the any employee NICs national insurance contributions due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in Section 1 of the Award Agreement, including the AppendicesTerms and Conditions for Non‑U.S. Participants.

Responsibility for Taxes. The following provision supplements paragraph B “the Responsibility for Taxes” Taxes section of Appendix Athe Key Employee RSU Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Key Employee RSU Agreement, the Participant agrees that the Participant he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant acknowledges that he or she may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax not collected within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Item(s) occurs may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report understands that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Company and/or the Employer for (as appropriate) the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant at any time by any of the means referred to in Section 7 of the Award Key Employee RSU Agreement, including the Appendices.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” of Appendix A: A. Without limitation to the paragraph B “Responsibility for Taxes” of Appendix A, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in the Award Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B “Section 7 (Responsibility for Taxes” ) of Appendix Athe Award Agreement: “Without limitation to paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Award Agreement, the Participant Awardee agrees that the Participant Awardee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or or, if different, the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Awardee also agrees to indemnify and keep indemnified the Company and or the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantAwardee’s behalf. Notwithstanding the foregoing, if the Participant Awardee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may terms of the immediately foregoing provision will not be able to indemnify the Company or the Employer for apply. In such case, if the amount of any income tax due is not collected from or paid by the Participant, as it may be considered a loan. In this caseAwardee within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax taxes may constitute a benefit to the Participant Awardee on which additional income tax and employee National Insurance national insurance contributions (“NICs”) may be payable. The Participant agrees to report Awardee will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company or the value of the Employer, as applicable, any employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant Awardee by any of the means referred to in Section 7 of the Award Agreement, including the Appendices.”

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility for Taxes” Section 10 of Appendix A: the Agreement. Without limitation to paragraph B “Responsibility for Taxes” Section 10 of Appendix Athe Agreement, the Participant Recipient agrees that the Participant he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Recipient also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC on the Recipient’s behalf (or any other tax authority or any other relevant authority) on the Participant’s behalf). Notwithstanding the foregoing, if the Participant Recipient is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Recipient understands that he or she may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantRecipient, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Recipient on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Recipient understands that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Company and/or the Employer for (as appropriate) the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Recipient by any of the means referred to in Section 10 of the Award Agreement, including the Appendices.. UNITED STATES - CALIFORNIA Terms and Conditions Non-Solicitation; Confidentiality

Responsibility for Taxes. The following supplements provisions supplement paragraph B “Responsibility for Taxes” of Appendix A: Without limitation to paragraph B “Responsibility for Taxes” of Appendix A, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the ParticipantParticipant within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer Company or the Employer, as applicable, for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant benefit by any of the means referred to in the Award Agreement, including the Appendices.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” provisions supplement Section 8 of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 8 of Appendix Athe Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) HMRC (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items taxes that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may terms of the immediately foregoing provision will not be able to indemnify the Company or the Employer for apply. In such case, if the amount of any income tax due is not collected from or paid by the Participant, as it may be considered a loan. In this caseParticipant within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report understands that he or she will be responsible for paying and pay reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay for reimbursing the Employer Company or the Employer, as applicable, for the value of the any employee NICs due on this additional benefit, which the Company or the Employer Employer, as applicable, may recover from the Participant at any time thereafter by any of the means referred to set forth in Section 8 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” provisions supplement Section 8 of Appendix Athe Award Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 8 of Appendix Athe Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items Tax Obligations and hereby covenants to pay all such Tax-Related Items Tax Obligations as and when requested by the Company or or, if different, the Employer Service Recipient or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and or the Employer Service Recipient against any Tax-Related Items Tax Obligations that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may terms of the immediately foregoing provision will not be able to indemnify the Company or the Employer for the apply. In such case, if any amount of any income tax is not collected from or paid by Participant within ninety (90) days of the Participant, as it may be considered a loan. In this caseend of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report acknowledges that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and to pay for paying the Employer Company or the Service Recipient, as applicable, for the value of the any employee NICs due on this additional benefit, which the Company or the Employer Service Recipient may recover from the Participant collect by any of the means referred to set forth in Section 8 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B “the Responsibility for Taxes” Taxes section of Appendix Athe Key Employee RSU Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Key Employee RSU Agreement, the Participant agrees that the Participant he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant acknowledges that he or she may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax not collected within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Item(s) occurs may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report understands that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Company and/or the Employer for (as appropriate) the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant at any time by any of the means referred to in Section 7 of the Award Key Employee RSU Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B Section 8: “Responsibility for TaxesTax Withholding” of Appendix Ain the Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 8 of Appendix Athe Agreement, the Participant Grantee hereby agrees that the Participant is they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer any Service Recipient, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Grantee also hereby agrees to indemnify and keep indemnified the Company and the Employer any Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantGrantee’s behalf. Notwithstanding the foregoing, if the Participant Grantee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Grantee understands that they may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantGrantee, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Grantee on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Grantee understands that they will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company and/or any Service Recipient the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Grantee by any of the means referred to in Section 8 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following This provision supplements paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Agreement, the Participant Grantee agrees that the Participant Grantee is liable for any and all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (“Tax-Related Items Items”) and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Grantee also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-–Related Items that they are he/she is required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantGrantee’s behalf. ​ Notwithstanding the foregoing, if the Participant Grantee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act, as amended), the Participant Grantee understands that they may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by Grantee, in which case the Participant, as it may indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Grantee on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report Grantee understands that he/she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Grantee by any of the means referred to in Section 7 of the Award Agreement, including the Appendices.. ​

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” provisions supplement Part A, Section 2 of Appendix Athis Exhibit B: Aeohive – Confidential – Notice of Grant & Grant Agreement (6-2018) Without limitation to paragraph B “Responsibility for Taxes” of Appendix Part A, the Section 2 of this Exhibit B. Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance national insurance contributions (“NICs”) may be payable. The Participant agrees to report will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime regime, and to pay for paying the Company or the Employer (as appropriate) for the value of the any employee NICs due on this additional benefit, benefit which may be collected from Participant by the Company or the Employer may recover from the Participant by any of the means referred to in the Award AgreementPart A, including the Appendices.Section 2 of this Exhibit B.

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility for Taxes” Section 10 of Appendix A: the Agreement. Without limitation to paragraph B “Responsibility for Taxes” Section 10 of Appendix Athe Agreement, the Participant Recipient agrees that the Participant he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Recipient also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC on the Recipient’s behalf (or any other tax authority or any other relevant authority) on the Participant’s behalf). Notwithstanding the foregoing, if the Participant Recipient is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Recipient understands that he or she may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantRecipient, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Recipient on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Recipient understands that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Company and/or the Employer for (as appropriate) the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Recipient by any of the means referred to in Section 10 of the Award Agreement, including the Appendices.. IIVI RSU (1 Year) Shares 000000

Responsibility for Taxes. The following provision supplements paragraph B Section 6: “Responsibility for TaxesTax Withholding” of Appendix Ain the Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 6 of Appendix Athe Agreement, the Participant Grantee hereby agrees that the Participant is they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer any Service Recipient, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Grantee also hereby agrees to indemnify and keep indemnified the Company and the Employer any Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantGrantee’s behalf. Notwithstanding the foregoing, if the Participant Grantee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Grantee understands that they may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantGrantee, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Grantee on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Grantee understands that they will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company and/or any Service Recipient the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Grantee by any of the means referred to in Section 6 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B “Section 9 (Responsibility for Taxes” ) of Appendix Athe Award Agreement: “Without limitation to paragraph B “Responsibility for Taxes” Section 9 of Appendix Athe Award Agreement, the Participant Awardee agrees that the Participant Awardee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or or, if different, the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Awardee also agrees to indemnify and keep indemnified the Company and or the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantAwardee’s behalf. Notwithstanding the foregoing, if the Participant Awardee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may terms of the immediately foregoing provision will not be able to indemnify the Company or the Employer for apply. In such case, if the amount of any income tax due is not collected from or paid by the Participant, as it may be considered a loan. In this caseAwardee within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax taxes may constitute a benefit to the Participant Awardee on which additional income tax and employee National Insurance national insurance contributions (“NICs”) may be payable. The Participant agrees to report Awardee will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company or the value of the Employer, as applicable, any employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant Awardee by any of the means referred to in Section 7 of the Award Agreement, including the Appendices.”

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” of Appendix A: Without limitation to paragraph B “Responsibility for Taxes” of Appendix A, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in the Award Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B “Section 6: " Responsibility for Taxes” " of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 6 of Appendix Athe Agreement, the Participant Optionee hereby agrees that the Participant is they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer any Service Recipient, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Optionee also hereby agrees to indemnify and keep indemnified the Company and the Employer any Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantOptionee’s behalf. Notwithstanding the foregoing, if the Participant Optionee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Optionee understands that they may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantOptionee, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Optionee on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Optionee understands that they will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company and/or any Service Recipient the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Optionee by any of the means referred to in Section 6 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” provisions supplement Paragraph 6 of Appendix Athe Award Agreement: Without limitation to paragraph B “Responsibility for Taxes” Paragraph 6 of Appendix Athe Award Agreement, the Participant Grantee agrees that the Participant Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or or, if different, the Employer Service Recipient or by Her Majesty’s Revenue & Customs (“HMRCHRMC”) (or any other tax authority or any other relevant authority). The Participant Grantee also agrees to indemnify and keep indemnified the Company and and, if different, the Employer Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantGrantee’s behalf. Notwithstanding the foregoing, if the Participant Grantee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may terms of the immediately foregoing provision will not apply in case the indemnification could be able to indemnify the Company or the Employer for the amount of viewed as a loan. In this case, any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, Grantee within ninety (90) days of the amount end of any uncollected income the United Kingdom tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant Grantee on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report Grantee understands that the Grantee will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company and/or the value Service Recipient (as appropriate) the amount of the any employee NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Grantee by any of the means referred to in Paragraph 6 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” of Appendix A: Without limitation to paragraph B “Responsibility for Taxes” of Appendix A, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-self- assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in the Award Agreement, including the Appendices.

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility for Taxes” Section 4 of Appendix Athe Key Employee Option Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 4 of Appendix Athe Key Employee Option Agreement, the Participant Optionee agrees that the Participant Optionee is liable for all Tax-Related Items and hereby covenants covenant to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Optionee also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Optionee’s behalf or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantOptionee’s behalf. Notwithstanding the foregoing, if the Participant Optionee is a Director or an executive officer or director of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934), the Participant Optionee acknowledges that he or she may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the ParticipantOptinee, as it may be considered a loan. In this case, the amount of any uncollected income tax not collected within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Item(s) occurs may constitute a benefit to the Participant Optionee on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Optionee understands that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Company and/or the Employer for (as appropriate) the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Optionee at any time by any of the means referred to in Section 4 of the Award Key Employee Option Agreement, including the Appendices.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” provisions supplement Section 8 of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 8 of Appendix Athe Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) HMRC (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items taxes that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may terms of the immediately foregoing provision will not be able to indemnify the Company or the Employer for apply. In such case, if the amount of any income tax due is not collected from or paid by the Participant, as it may be considered a loan. In this caseParticipant within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report understands that he or she will be responsible for paying and pay reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay for reimbursing the Employer Company or the Employer, as applicable, for the value of the any employee NICs due on this additional benefit, which the Company or the Employer Employer, as applicable, may recover from the Participant at any time thereafter by any of the means referred to set forth in Section 8 of the Award Agreement, including the Appendices.. UZBEKISTAN

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 7 of Appendix Athe Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) HMRC (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee National Insurance national insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in Section 7 of the Award Agreement, including the Appendices.. VIETNAM

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility for Taxes” Section 6: "Tax Withholding" of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 6 of Appendix Athe Agreement, the Participant Optionee hereby agrees that the Participant is they are liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer any Service Recipient, or by Her His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Optionee also hereby agrees to indemnify and keep indemnified the Company and the Employer any Service Recipient against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantOptionee’s behalf. Notwithstanding the foregoing, if the Participant Optionee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Optionee understands that they may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantOptionee, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Optionee on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Optionee understands that they will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company and/or any Service Recipient the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Optionee by any of the means referred to in Section 6 of the Award Agreement, including the Appendices.

Responsibility for Taxes. The following This provision supplements paragraph B “Responsibility for Taxes” Section 6.6 of Appendix Athe Agreement: Without limitation to paragraph B “Responsibility for Taxes” Section 6.6 of Appendix Athe Agreement, the Participant Grantee agrees that the Participant Grantee is liable for any and all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (“Tax-Related Items Items”) and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Grantee also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-–Related Items that they are he/she is required to pay or withhold or have paid or will have to pay to HMRC (or any other tax authority or any other relevant authority) on the ParticipantGrantee’s behalf. ​ Notwithstanding the foregoing, if the Participant Grantee is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act, as amended), the Participant Grantee understands that they may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by Grantee, in which case the Participant, as it may indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Grantee on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. The Participant agrees to report Grantee understands that he/she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Employer for Company the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Grantee by any of the means referred to in Section 6.6 of the Award Agreement, including the Appendices.. ​

Responsibility for Taxes. The following provision supplements paragraph B “Responsibility for Taxes” Section 9 of Appendix A: the Agreement. Without limitation to paragraph B “Responsibility for Taxes” Section 9 of Appendix Athe Agreement, the Participant Recipient agrees that the Participant he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue & and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant Recipient also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will have to pay to HMRC on the Recipient’s behalf (or any other tax authority or any other relevant authority) on the Participant’s behalf). Notwithstanding the foregoing, if the Participant Recipient is a Director director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934Act), the Participant Recipient understands that he or she may not be able to indemnify the Company or the Employer for the amount of any income tax Tax-Related Items not collected from or paid by the ParticipantRecipient, as it may if the indemnification could be considered to be a loan. In this case, the amount of any uncollected income tax Tax-Related Items not collected or paid may constitute a benefit to the Participant Recipient on which additional income tax and employee National Insurance contributions Contributions (“NICs”) may be payable. The Participant agrees to report Recipient understands that he or she will be responsible for reporting and pay paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to pay the Company and/or the Employer for (as appropriate) the value amount of the employee any NICs due on this additional benefit, which the Company or the Employer may recover also be recovered from the Participant Recipient by any of the means referred to in Section 9 of the Award Agreement, including the Appendices.. UNITED STATES – CALIFORNIA Terms and Conditions Non-Solicitation; Confidentiality