Common use of Tax Consequences and Withholding Clause in Contracts

Tax Consequences and Withholding. a. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividend equivalents, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any tax withholding obligation arising with respect to the Award 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. Participant authorizes the Company and/or the Employer to collect the Tax-Related Items through one of the following alternative methods: (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or any Participating Company; and/or (b) any other method approved by the Company and permitted under Applicable Law.

Tax Consequences and Withholding. a. Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the EmployerCompany, the ultimate liability for all income tax, social insurance, payroll tax, payment on account account, or other tax-related items related to Participant’s your participation in the Plan and legally applicable to Participant you (the “Tax-Related Items”) is and remains Participant’s your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerCompany. Participant You further acknowledges acknowledge that the Company and the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including, including but not limited tolimited, the grant, vesting or settlement exercise of the Units, the Option or subsequent sale of shares Shares acquired pursuant to such settlement and the receipt of any dividend equivalentsat exercise, and (b) do does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is you are subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges you acknowledge that the Company and/or the Employer (or former your employer, as applicableif different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) . 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 Award Agreement to the contrary, any tax withholding obligation arising with respect to the Award may in no event be satisfied by following methods: (i) the withholding of a portion from proceeds of the shares sale of Stock underlying Shares acquired at exercise of the Units then vesting 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 previously acquired shares of Stock through actual tender your authorization to E*TRADE (or attestation. Participant authorizes another broker designated by the Company) to transfer to the Company and/or from your account at such broker the Employer to collect the amount of such Tax-Related Items through one of the following alternative methods: Items; (aiii) withholding from Participant’s your wages or other cash compensation paid to Participant you by the Company or any Participating Company; and/or and/or (biv) 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 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. a. Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate employing you (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s your participation in the Plan and legally applicable to Participant you (the “Tax-Related Items”) is and remains Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant You further acknowledges acknowledge that the Company and and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the UnitsOption, the subsequent sale of shares Shares acquired pursuant to such settlement exercise and the receipt of any dividend equivalentsdividends, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is you are subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) of the Award Agreement . Prior to the contrary, any relevant taxable or tax withholding obligation arising with respect event, as applicable, you agree to the Award 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. Participant authorizes make arrangements acceptable to the Company and/or the Employer to collect satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligation for the Tax-Related Items through by one of the following alternative methods: : (ai) withholding from Participant’s 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 Participant you by the Company or any Participating CompanyAffiliate; and/or and/or (biv) any other method approved by the Company and permitted under Applicable Lawapplicable 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, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. a. Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate employing you (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s your participation in the Plan and legally applicable to Participant you (the “Tax-Related Items”) is and remains Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant You further acknowledges acknowledge that the Company and and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the UnitsOption, the subsequent sale of shares Shares acquired pursuant to such settlement exercise and the receipt of any dividend equivalentsdividends, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate Participant’s your liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is you are subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) of the Award Agreement . Prior to the contrary, any relevant taxable or tax withholding obligation arising with respect event, as applicable, you agree to the Award 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. Participant authorizes make arrangements acceptable to the Company and/or the Employer to collect satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligation for the Tax-Related Items through by one of the following alternative methods: : (ai) withholding from Participant’s 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 Participant you by the Company or any Participating CompanyAffiliate; and/or and/or (biv) 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 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, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Consequences and Withholding. a. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant __________________ 1 For Quebec participants only. further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividend equivalents, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any tax withholding obligation arising with respect to the Award 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. Participant authorizes the Company and/or the Employer to collect the Tax-Related Items through one of the following alternative methods: (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or any Participating Company; and/or (b) any other method approved by the Company and permitted under Applicable Law.

Tax Consequences and Withholding. a. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividend equivalents, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any tax withholding obligation arising with respect to the Award 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. Participant authorizes the Company and/or the Employer to collect the Tax-Tax- 1 For Quebec participants only. Related Items through one of the following alternative methods: (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or any Participating Company; and/or (b) any other method approved by the Company and permitted under Applicable Law.

Tax Consequences and Withholding. a. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividend equivalents, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. Notwithstanding anything in Section 2(e) of the Award Agreement to the contrary, any tax withholding obligation arising with respect to the Award 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. Participant authorizes the Company and/or the Employer to collect the Tax-Related Items through one of the following alternative methods: (a) withholding from Participant’s wages or other cash compensation paid to Participant by the Company or any Participating Company; and/or (b) any other method approved by the Company and permitted under Applicable Law. 1 For Quebec participants only. .