Common use of Tax Acknowledgment Clause in Contracts

Tax Acknowledgment. As a condition of participating in the Plan and the vesting and settlement of the RSUs, the Participant agrees to accept any liability for secondary Class 1 NICs (“Employer NICs” or “Secondary Liability”) which may be payable by the Company or the Employer with respect to the issuance of shares of Stock or otherwise payable in connection with the vesting of the RSUs under the Plan. By accepting the RSU grant (whether in writing, electronically or otherwise), Participant explicitly accepts the terms of and enters into the Form of Election to Transfer the Employer’s Secondary Class 1 National Insurance Liability to the Employee, the form of such joint election being formally approved by HM Revenue and Customs (“HMRC”), as provided below (the “NIC Election”). If requested by the Company or the Employer, the Participant also agrees to execute a separate joint election with the Company or the Employer (also an “NIC Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company or the Employer. The Participant agrees to enter into a NIC Election prior to the vesting of the RSUs. If the Participant does not enter into such election prior to vesting, or if the NIC Election is revoked at any time by HMRC, then unless the Company determines otherwise as provided below, the Participant will not be entitled to vest in the RSUs or receive shares of Stock, without liability to the Company, the Employer, the Parent, or any Subsidiary or Affiliate. Participant shall indemnify the Company and/or the Employer against any Employer NICs and, if the Company so determines, the Company shall allow vesting of the RSUs notwithstanding the absence of a valid NIC Election, and Participant agrees that, in such circumstances, the Company and/or the Employer may recover the amount of any Employer NICs by way of withholding in accordance with Section 6 of the Agreement. The Participant agrees that if the Employer or the Company does not withhold the full amount of Tax-Related Items (including the Employer NICs) that the Participant owes due to the vesting of the RSUs or release, assignment or cancellation of the RSUs (the “Taxable Event”) from the Participant within 90 days after the end of the UK tax year in which the Taxable Event occurred or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount that should have been withheld may constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the UK statutory rate and it will be immediately due and repayable by the Participant and the Company or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in shares of Stock at vesting of the RSUs or by demanding cash or a check from the Participant or any other means referred to in Section 6 of the Agreement. Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the above paragraph will not apply. In the event that the Participant is an executive officer or director and Tax-Related Items are not collected from or paid by the Participant within the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit which the Company or the Employer may recover from the Participant by any means set forth in Section 6 of the Agreement.

Tax Acknowledgment. As a condition of participating in the Plan and the vesting and settlement of the RSUs, the Participant agrees to accept any liability for secondary Class 1 NICs (“Employer NICs” or “Secondary Liability”) which may be payable by the Company or the Employer with respect to the issuance of shares of Stock or otherwise payable in connection with the vesting of the RSUs under the Plan. By accepting the RSU grant (whether in writing, electronically or otherwise), Participant explicitly accepts the terms of and enters into the Form of Election to Transfer the Employer’s Secondary Class 1 National Insurance Liability to the Employee, the form of such joint election being formally approved by HM Revenue and Customs (“HMRC”), as provided below (the “NIC Election”). If requested by the Company or the Employer, the Participant also agrees to execute a separate joint election with the Company or the Employer (also an “NIC Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company or the Employer. The Participant agrees to enter into a NIC Election prior to the vesting of the RSUs. If the Participant does not enter into such election prior to vesting, or if the NIC Election is revoked at any time by HMRC, then unless the Company determines otherwise as provided below, the Participant will not be entitled to vest in the RSUs or receive shares of Stock, without liability to the Company, the Employer, the Parent, or any Subsidiary or Affiliate. Participant shall indemnify the Company and/or the Employer against any Employer NICs and, if the Company so determines, the Company shall allow vesting of the RSUs notwithstanding the absence of a valid NIC Election, and Participant agrees that, in such circumstances, the Company and/or the Employer may recover the amount of any Employer NICs by way of withholding in accordance with Section 6 following provision supplements paragraph 10 of the Agreement. The Participant : Employee agrees that if Employee does not pay or the Employer or the Company does not withhold from Employee the full amount of Tax-Related Items (including that Employee owes in connection with the Employer NICs) that vesting of the Participant owes due Award and/or the acquisition of Shares pursuant to the vesting of the RSUs Award, or release, the release or assignment or cancellation of the RSUs Award for consideration, or the receipt of any other benefit in connection with the Award (the “Taxable Event”) from the Participant within 90 ninety (90) days after the end of the UK tax year in which the Taxable Event occurred Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and XxxxxxxxPensions) Xxx 0000 (the “Due Date”)0000, then the amount that should have been withheld may shall constitute a loan owed by the Participant Employee to the Employer, effective on ninety (90) days after the Due DateTaxable Event. The Participant Employee agrees that the loan will bear interest at the UK statutory official rate of HM Revenue and it Customs (“HMRC”) and will be immediately due and repayable by the Participant Employee, and the Company or and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant Employee by the Employer, by withholding in shares of Stock at Shares issued upon vesting of the RSUs Award or from the cash proceeds from the sale of such Shares or by demanding cash or a check cheque from Employee. Employee also authorizes the Participant or Company to withhold the transfer of any other means referred to Shares unless and until the loan is repaid in Section 6 of the Agreementfull. Notwithstanding the foregoing, if the Participant Employee is an executive officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the above paragraph immediately foregoing provision will not apply. In the event that the Participant Employee is an executive officer or executive director and Tax-Related Items are not collected from or paid by Employee within ninety (90) days of the Participant within the Due DateTaxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant Employee on which additional income tax and national insurance National Insurance contributions may be payable. The Participant Employee will be responsible for reporting and paying any income tax and National Insurance contributions due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit which the Company or the Employer may recover from the Participant by any means set forth in Section 6 of the Agreement.regime. * * *

Tax Acknowledgment. As a condition of participating in the Plan and the vesting and settlement of the RSUsPSUs, the Participant agrees to accept any liability for secondary Class 1 NICs (“Employer NICs” or “Secondary Liability”) which may be payable by the Company or the Employer with respect to the issuance of shares of Stock or otherwise payable in connection with the vesting of the RSUs PSUs under the Plan. By accepting the RSU PSU grant (whether in writing, electronically or otherwise), Participant explicitly accepts the terms of and enters into the Form of Election to Transfer the Employer’s Secondary Class 1 National Insurance Liability to the Employee, the form of such joint election being formally approved by HM Revenue and Customs (“HMRC”), as provided below (the “NIC Election”). If requested by the Company or the Employer, the Participant also agrees to execute a separate joint election with the Company or the Employer (also an “NIC Election”), the form of such Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company or the Employer. The Participant agrees to enter into a NIC Election prior to the vesting of the RSUsPSUs. If the Participant does not enter into such election prior to vesting, or if the NIC Election is revoked at any time by HMRC, then unless the Company determines otherwise as provided below, the Participant will not be entitled to vest in the RSUs PSUs or receive shares of Stock, without liability to the Company, the Employer, the Parent, or any Subsidiary or Affiliate. Participant shall indemnify the Company and/or the Employer against any Employer NICs and, if the Company so determines, the Company shall allow vesting of the RSUs PSUs notwithstanding the absence of a valid NIC Election, and Participant agrees that, in such circumstances, the Company and/or the Employer may recover the amount of any Employer NICs by way of withholding in accordance with Section 6 7 of the Agreement. The Participant agrees that if the Employer or the Company does not withhold the full amount of Tax-Related Items (including the Employer NICs) that the Participant owes due to the vesting of the RSUs PSUs or release, assignment or cancellation of the RSUs PSUs (the “Taxable Event”) from the Participant within 90 days after the end of the UK tax year in which the Taxable Event occurred or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount that should have been withheld may constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the UK statutory rate and it will be immediately due and repayable by the Participant and the Company or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in shares of Stock at vesting of the RSUs PSUs or by demanding cash or a check from the Participant or any other means referred to in Section 6 of the Agreement. Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the above paragraph will not apply. In the event that the Participant is an executive officer or director and Tax-Related Items are not collected from or paid by the Participant within the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit which the Company or the Employer may recover from the Participant by any means set forth in Section 6 the “Taxes” section of the Agreement.

Tax Acknowledgment. As a condition of participating in the Plan and the vesting and settlement The following provisions supplement Section 8 of the RSUsAgreement: By accepting this Restricted Stock Unit Award, the Participant agrees to accept and regardless of any liability for secondary Class 1 NICs (“Employer NICs” or “Secondary Liability”) which may be payable by action the Company or the Employer Participant's employing company (the “Employer”) takes with respect to the issuance of shares of Stock any or all income tax, National Insurance contributions, payment on account or other tax-related withholding due in connection with or otherwise payable related to the Restricted Stock Unit Award acquired by the Participant or otherwise in connection with the vesting participation of the RSUs under Participant in the Plan. By accepting the RSU grant (whether in writing, electronically or otherwise), Participant explicitly accepts the terms of and enters into the Form of Election to Transfer the Employer’s Secondary Class 1 National Insurance Liability to the Employee, the form of such joint election being formally approved by HM Revenue and Customs Plan (“HMRCTax-Related Items”), as provided below (the “NIC Election”). If requested Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. By accepting this Restricted Stock Unit Award, the Participant also agrees further acknowledges that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Restricted Stock Unit Award, including but not limited to execute a separate joint election with the grant, or vesting, of this Restricted Stock Unit Award or any part of it, the subsequent sale or disposal of Shares following vesting of the Restricted Stock Unit Award, and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Unit Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges by accepting the Restricted Stock Unit Award 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 the vesting of the Restricted Stock Unit Award, or any other event or circumstance giving rise to Tax-Related Items, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations for Tax-Related Items of the Company and/or the Employer. Without limitation to the above, the Company or any Affiliate shall be entitled to withhold, and the Employer (also an “NIC Election”)Participant shall be obliged to pay, the form amount of such Election being formally approved any income tax and/or National Insurance contributions legally payable by HMRCthe Participant (including any amount of employer's National Insurance contributions, and any other consent where the liability for the employer's contributions can be passed to the Participant) attributable to or elections required payable in connection with or pursuant to accomplish the transfer grant, or vesting, of the Employer NICs to Restricted Stock Unit Award or otherwise in connection with the Restricted Stock Unit Award acquired by the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company or the Employer. The Participant agrees to enter into a NIC Election prior to the vesting of the RSUs. If the Participant does not enter into such election prior to vesting, or if the NIC Election is revoked at any time by HMRC, then unless the Company determines otherwise as provided below, the Participant will not be entitled to vest in the RSUs or receive shares of Stock, without liability to the Company, the Employer, the Parent, or any Subsidiary or Affiliate. Participant shall indemnify authorizes the Company and/or the Employer against any Employer NICs andEmployer, if the Company so determinesor their respective agents, the Company shall allow vesting of the RSUs notwithstanding the absence of a valid NIC Election, and Participant agrees that, in such circumstances, the Company and/or the Employer may recover the amount of any Employer NICs by way of withholding in accordance with Section 6 of the Agreement. The Participant agrees that if the Employer or the Company does not to withhold the full amount of all applicable Tax-Related Items (including the Employer NICs) that the Participant owes due to the vesting of the RSUs or release, assignment or cancellation of the RSUs (the “Taxable Event”) from the Participant within 90 days after the end of the UK tax year in which the Taxable Event occurred or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount that should have been withheld may constitute a loan owed legally payable by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the UK statutory rate and it will be immediately due and repayable by the Participant and the Company one or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in shares of Stock at vesting a combination of the RSUs or by demanding cash or a check from the Participant or any other means referred to in Section 6 of the Agreement. Notwithstanding the foregoing, if the Participant is an executive officer or director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the above paragraph will not apply. In the event that the Participant is an executive officer or director and Tax-Related Items are not collected from or paid by the Participant within the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to the HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit which the Company or the Employer may recover from the Participant by any means set forth in Section 6 of the Agreement.following: