Common use of Tax Consequences and Withholding Clause in Contracts

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited, the grant, vesting or exercise of the Option or subsequent sale of Shares acquired at exercise, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) 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 agree to make arrangements acceptable to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any withholding obligation for the Tax-Related Items by one of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge a. Participant acknowledges that, regardless of any action taken by the CompanyCompany or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your Participant’s participation in the Plan and legally applicable to you Participant (the “Tax-Related Items”) is and remains your Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You Participant further acknowledge acknowledges that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units, the subsequent sale of Shares shares acquired at exercisepursuant to such settlement and the receipt of any dividend equivalents, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Participant is subject to Tax-Related Items in more than one jurisdiction, you acknowledge Participant acknowledges that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior . b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable obligation arising with respect to the Company to satisfy all Tax-Related ItemsAward may in no event be satisfied by (i) the withholding of a portion of the shares of Stock underlying the Units then vesting or (ii) delivery of previously acquired shares of Stock through actual tender or attestation. In this regard, you authorize Participant authorizes the Company (or its agent), at its discretion, and/or the Employer to satisfy any withholding obligation for collect the Tax-Related Items by through one of the following alternative methods: : (ia) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your Participant’s wages or other cash compensation paid to you Participant by the Company or any Participating Company; and/or and/or (ivb) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related ItemsApplicable Law.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited, the grant, vesting or exercise of the Option or subsequent sale of the Shares acquired at exercise, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or the tax withholding event, as applicable, you agree to make arrangements acceptable to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any withholding obligation for the Tax-Related Items by one of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited, Award or the grant, vesting or exercise of the Option or subsequent sale of Shares acquired at exercisepursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or the tax withholding event, as applicable, you agree to make arrangements acceptable to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any applicable withholding obligation for the Tax-Related Items by through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, at the Settlement Date, a portion of the Shares with a Fair Market Value (measured as of the Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be 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. In the event the Committee determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items through, one of the following alternative methods: (a) the use of the proceeds from a next-day sale of the Shares issued to you, provided that (i) withholding from proceeds such sale is permissible under the Company’s trading policies governing its securities, (ii) you make an irrevocable commitment, on or before the Settlement Date, to effect such sale of the sale of Shares acquired at exercise Shares, and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent);Xxxxxxxx-Xxxxx Act of 2002 (iib) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iiic) withholding from your wages or other cash compensation paid to you by the Company; and/or (ivd) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge a. Participant acknowledges that, regardless of any action taken by the CompanyCompany or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your Participant’s participation in the Plan and legally applicable to you Participant (the “Tax-Related Items”) is and remains your Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You Participant __________________ 1 For Quebec participants only. further acknowledge acknowledges that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units, the subsequent sale of Shares shares acquired at exercisepursuant to such settlement and the receipt of any dividend equivalents, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Participant is subject to Tax-Related Items in more than one jurisdiction, you acknowledge Participant acknowledges that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior . b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable obligation arising with respect to the Company to satisfy all Tax-Related ItemsAward may in no event be satisfied by (i) the withholding of a portion of the shares of Stock underlying the Units then vesting or (ii) delivery of previously acquired shares of Stock through actual tender or attestation. In this regard, you authorize Participant authorizes the Company (or its agent), at its discretion, and/or the Employer to satisfy any withholding obligation for collect the Tax-Related Items by through one of the following alternative methods: : (ia) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your Participant’s wages or other cash compensation paid to you Participant by the Company or any Participating Company; and/or and/or (ivb) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related ItemsApplicable Law.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited, Award or the grant, vesting or exercise of the Option or subsequent sale of Shares acquired at exercisepursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or the tax withholding event, as applicable, you agree to make arrangements acceptable to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any applicable withholding obligation for the Tax- Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, at the Settlement Date, a portion of the Shares with a Fair Market Value (measured as of the Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be 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. In the event the Company determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items by through, one of the following alternative methods: (a) the use of the proceeds from a next-day sale of the Shares issued to you, provided that (i) withholding from proceeds such sale is permissible under the Company’s trading policies governing its securities, (ii) you make an irrevocable commitment, on or before the Settlement Date, to effect such sale of the sale of Shares acquired at exercise Shares, and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent);Xxxxxxxx-Xxxxx Act of 2002 (iib) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iiic) withholding from your wages or other cash compensation paid to you by the Company; and/or (ivd) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units, the subsequent sale of Shares acquired at exercisepursuant to such settlement and the receipt of any dividends, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas 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 agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any applicable withholding obligation for the Tax- Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, at the Settlement Date, a portion of the Shares with a Fair Market Value (measured as of the Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be 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. To the extent that the Fair Market Value of the Shares withheld is not sufficient to cover the withholding obligation for the Tax-Related Items, or the Company determines that it is not feasible or desirable to use for Share Withholding Method, you authorize the Company and/or the Employer to collect the Tax-Related Items by through one of the following alternative methods: (a) the use of the proceeds from a next-day sale of the Shares issued to you, provided that (i) withholding from proceeds such sale is permissible under the Company’s trading policies governing its securities, (ii) you make an irrevocable commitment, on or before the Settlement Date, to effect such sale of the sale of Shares acquired at exercise Shares, and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent)Xxxxxxxx-Xxxxx Act of 2002; (iib) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iiic) withholding from your wages or other cash compensation paid to you by the CompanyCompany or any Affiliate; and/or (ivd) any other method approved by the Company and permitted under applicable law. Depending on If payment or withholding of income tax due in connection with the withholding method Award is not made within ninety (90) days after the end of the tax year in which the income tax liability arises or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to the Employer, effective as of the Due Date (to the extent such a loan is permitted under the Plan and applicable law). You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may withhold for Tax-Related Items recover it at any time thereafter by considering minimum statutory withholding rates or up any of the means referred to the maximum rate applicable in your jurisdictionthis Section 7. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including including, but not limitedlimited to, the grant, vesting or exercise of the Option or Option, the subsequent sale of Shares acquired at exercisepursuant to such exercise and the receipt of any dividends, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company (and/or the Employer, or its agent)their respective agents, at its their discretion, to satisfy any withholding obligation for the Tax-Related Items by one of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the CompanyCompany or any Affiliate; and/or (iv) any other method approved by the Company and permitted under applicable law. If payment or withholding of income tax due in connection with the Option is not made within ninety (90) days after the end of the tax year in which the income tax liability arises or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to the Employer, effective as of the Due Date (to the extent such a loan is permitted under applicable law). You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in this Section 9. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company and/or the Employer may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units and the subsequent sale of Shares acquired at exercisepursuant to such settlement, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas 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 agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any applicable withholding obligation for the Tax-Related Items by through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, at the Settlement Date, a portion of the Shares with a Fair Market Value (measured as of the Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be 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. To the extent that the Fair Market Value of the Shares withheld is not sufficient to cover the withholding obligation for the Tax-Related Items, or the Company determines that it is not feasible or desirable to use the Share Withholding Method, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to collect the Tax-Related Items through one of the following alternative methods: (ia) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale your wages or through a mandatory sale arranged other cash compensation payable to you by the Company (on your behalf pursuant to this authorization without further consent)or any Affiliate; (b) the use of the proceeds from a next-day sale of the Shares issued to you, provided that (i) such sale is permissible under the Company’s trading policies governing its securities, (ii) you make an irrevocable commitment, on or before the Settlement Date, to effect such sale of the Shares, and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Xxxxxxxx-Xxxxx Act of 2002; (c) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (ivd) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will may be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge a. Participant acknowledges that, regardless of any action taken by the CompanyCompany or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your Participant’s participation in the Plan and legally applicable to you Participant (the “Tax-Related Items”) is and remains your Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You Participant further acknowledge acknowledges that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units, the subsequent sale of Shares shares acquired at exercisepursuant to such settlement and the receipt of any dividend equivalents, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Participant is subject to Tax-Related Items in more than one jurisdiction, you acknowledge Participant acknowledges that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior . b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable obligation arising with respect to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any withholding obligation for the Tax-Related Items Award may in no event be satisfied by one of the following methods: (i) the withholding from proceeds of a portion of the sale shares of Shares acquired at exercise of Stock underlying the Option either through a voluntary sale Units then vesting or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (previously acquired shares of Stock through actual tender or another broker designated by the Company) to transfer to attestation. Participant authorizes the Company from your account at such broker and/or the amount Employer to collect the Tax- 1 For Quebec participants only. Related Items through one of such Tax-Related Items; the following alternative methods: (iiia) withholding from your Participant’s wages or other cash compensation paid to you Participant by the Company or any Participating Company; and/or and/or (ivb) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related ItemsApplicable Law.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including including, but not limitedlimited to, the grant, vesting or exercise of the Option or and the subsequent sale of Shares acquired at pursuant to such exercise, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company (and/or the Employer, or its agent)their respective agents, at its their discretion, to satisfy any withholding obligation for the Tax-Related Items by one of the following methods: (i) withholding from your wages or other cash compensation payable to you by the Company or any Affiliate; (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iiiii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to To the extent permitted under the Plan and applicable law, the Company and/or the Employer may withhold for Tax-Related Items by considering the applicable minimum statutory withholding rates rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will may be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units, the subsequent sale of Shares acquired at exercisepursuant to such settlement and the receipt of any dividends, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas 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 agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any applicable withholding obligation for the Tax-Related Items by through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, at the Settlement Date, a portion of the Shares with a Fair Market Value (measured as of the Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be 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. To the extent that the Fair Market Value of the Shares withheld is not sufficient to cover the withholding obligation for the Tax-Related Items, or the Company determines that it is not feasible or desirable to use for Share Withholding Method, you authorize the Company and/or the Employer to collect the Tax-Related Items through one of the following alternative methods: (a) the use of the proceeds from a next-day sale of the Shares issued to you, provided that (i) withholding from proceeds such sale is permissible under the Company’s trading policies governing its securities, (ii) you make an irrevocable commitment, on or before the Settlement Date, to effect such sale of the sale of Shares acquired at exercise Shares, and (iii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent)Xxxxxxxx-Xxxxx Act of 2002; (iib) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iiic) withholding from your wages or other cash compensation paid to you by the CompanyCompany or any Affiliate; and/or (ivd) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including but not limited, the grant, vesting or exercise of the Option or subsequent sale of the Shares acquired at exercise, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Tax- Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or the tax withholding event, as applicable, you agree to make arrangements acceptable to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company (or its agent), at its discretion, to satisfy any withholding obligation for the Tax-Related Items by one of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and/or the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including including, but not limitedlimited to, the grant, vesting or exercise of the Option or Option, the subsequent sale of Shares acquired at exercisepursuant to such exercise and the receipt of any dividends, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company (and/or the Employer, or its agent)their respective agents, at its their discretion, to satisfy any withholding obligation for the Tax-Related Items by one of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the CompanyCompany or any Affiliate; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company and/or the Employer may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge a. Participant acknowledges that, regardless of any action taken by the CompanyCompany or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, account or other tax-related items related to your Participant’s participation in the Plan and legally applicable to you Participant (the “Tax-Related Items”) is and remains your Participant’s responsibility and may exceed the amount, if any, amount actually withheld by the CompanyCompany or the Employer. You Participant further acknowledge acknowledges that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionAward, including including, but not limitedlimited to, the grant, vesting or exercise settlement of the Option or Units, the subsequent sale of Shares shares acquired at exercisepursuant to such settlement and the receipt of any dividend equivalents, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate your Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Participant is subject to Tax-Related Items in more than one jurisdiction, you acknowledge Participant acknowledges that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior . b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable obligation arising with respect to the Company to satisfy all Tax-Related ItemsAward may in no event be satisfied by (i) the withholding of a portion of the shares of Stock underlying the Units then vesting or (ii) delivery of previously acquired shares of Stock through actual tender or attestation. In this regard, you authorize Participant authorizes the Company (or its agent), at its discretion, and/or the Employer to satisfy any withholding obligation for collect the Tax-Related Items by through one of the following alternative methods: : (ia) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your Participant’s wages or other cash compensation paid to you Participant by the Company or any Participating Company; and/or and/or (ivb) any other method approved by the Company and permitted under applicable lawApplicable Law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction1 For Quebec participants only. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company. You further acknowledge that the Company (a) It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the Code. By executing this Agreement, the parties intend to adopt a "plan of reorganization" within the meaning of Section 354(a) of the Code. However, except as expressly set forth herein or in the exhibits hereto, Acquiror makes no representations or undertakings warranties to the Company or to the Company securityholder regarding the tax treatment of the Merger, whether the Merger will qualify as a "reorganization" under the Code, or any Tax-Related Items of the tax consequences to the Company or any the Company securityholder of this Agreement, the Merger or any of the other transactions or agreements contemplated hereby. The Company acknowledges that the Company and its securityholders are relying solely on their own tax advisors in connection with any aspect of the Option, including but not limitedthis Agreement, the grant, vesting or exercise of Merger and the Option or subsequent sale of Shares acquired at exercise, other transactions and agreements contemplated hereby. (b) does not commit Acquiror or Acquiror's agent shall be entitled to deduct and is withhold from the Total Consideration or other payment otherwise payable pursuant to this Agreement to any Company Stockholder, Company Optionholder or Company Warrantholder, the amounts required to be deducted and withheld under no obligation to structure the terms of the grant Code, or any aspect provision of state, local or foreign tax law, with respect to the Option to reduce or eliminate your liability making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) 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, all purposes of this Agreement as applicable, you agree to make arrangements acceptable having been paid to the Company Stockholder, Company Optionholder or Company Warrantholder in respect of whom such deduction and withholding was made. (c) The parties agree not to satisfy all Tax-Related Items. In this regard, you authorize take any position on any tax return inconsistent with the Company (or its agent), at its discretion, to satisfy any withholding obligation for the Tax-Related Items by one qualification of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through Merger as a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted reorganization under the Plan and applicable lawCode, or to knowingly do any act or thing that would cause the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up Merger not to qualify as a reorganization under the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related ItemsCode.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, payment on account, or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company. You further acknowledge that the Company (a) It is intended by the parties hereto that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code. By executing this Agreement, the parties intend to adopt a “plan of reorganization” within the meaning of Section 354(a) of the Code. However, except as expressly set forth herein or in the exhibits hereto, Acquiror makes no representations or undertakings warranties to the Company or to any Company Securityholder regarding the tax treatment of the Merger, whether the Merger will qualify as a tax-free “reorganization” under the Code, or any Tax-Related Items of the tax consequences to the Company or any the Company Securityholder of this Agreement, the Merger or any of the other transactions or agreements contemplated hereby. The parties agree not to take any position on any tax return or financial or other report, document or instrument inconsistent with the treatment as a reorganization unless there is a final determination to the contrary. The Company acknowledges that the Company and the Company Securityholders are relying solely on their own tax advisors in connection with any aspect of the Option, including but not limitedthis Agreement, the grant, vesting or exercise of Merger and the Option or subsequent sale of Shares acquired at exercise, other transactions and agreements contemplated hereby. (b) does not commit Acquiror or Acquiror’s agent shall be entitled to deduct and is withhold from the Total Consideration or other payment otherwise payable pursuant to this Agreement to any Company Shareholder, Company Optionholder, Company Warrantholder or Bonus Plan Participant, the amounts required to be deducted and withheld under no obligation the Code, or any provision of state, local or foreign tax law, with respect to structure the terms making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Shareholder, Company Optionholder, Company Warrantholder or Bonus Plan Participant in respect of whom such deduction and withholding was made. (c) At the request of the grant or any aspect Company, Acquiror shall reduce the Total Cash Consideration and increase the Total Equity Consideration to the extent necessary for the purpose of maintaining the status of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax resultMerger as a “reorganization” within the meaning of Section 368(a) of the Code. FurtherAt such request, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that Acquiror and the Company (or your employer, if different) 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 agree to make arrangements acceptable such amendments to the Company Agreement as reasonably necessary to satisfy all Tax-Related Items. In this regard, you authorize effectuate the Company (or its agent), at its discretion, to satisfy any withholding obligation for the Tax-Related Items by one purpose of the following methods: (i) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (ii) delivery of your authorization to E*TRADE (or another broker designated by the Company) to transfer to the Company from your account at such broker the amount of such Tax-Related Items; (iii) withholding from your wages or other cash compensation paid to you by the Company; and/or (iv) any other method approved by the Company and permitted under applicable law. Depending on the withholding method and to the extent permitted under the Plan and applicable law, the Company may withhold for Tax-Related Items by considering minimum statutory withholding rates or up to the maximum rate applicable in your jurisdiction. In the event of any over-withholding, you will have no entitlement to the over-withheld amount in Shares and such amounts will be refunded to you in cash in accordance with applicable law. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Itemspreceding sentence.