Common use of Tax Liability and Withholding Clause in Contracts

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 16(c) of the Plan. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: means of the Plan, (a) tendering a cash payment; , (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted Stock; Stock Units (provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; ), or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“”Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Planthis Agreement or otherwise, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may Company may, at its discretion, permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The In its discretion, the Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee Participant shall be required to pay to the Companypay, and the Company shall have the right and is authorized to deduct withhold, from any compensation paid cash, Common Shares, other securities or other property deliverable under this Agreement or from any fees or other amounts owing to the Grantee pursuant to the PlanParticipant, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 16(c) of the Plan. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: means of the Plan, (a) tendering a cash payment; , (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted Stock; Stock Units (provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; ), or (c) delivering to the Company previously owned and unencumbered shares Common Shares. Notwithstanding the foregoing, in the event the Participant fails to provide timely payment of Common Stockall sums required to satisfy any applicable federal, state and local withholding obligations in respect of the Restricted Stock Units, the Company shall treat such failure as an election by the Participant to satisfy all or any portion of the Participant’s required payment obligation pursuant to Section 11.1(b) above. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Employee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Employee pursuant to the PlanPlan or otherwise, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Employee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; payment or requesting the withholding to be made from other cash compensation due to the Employee; (bii) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock otherwise issuable or deliverable to the Grantee Employee as a result of the vesting of the Restricted Stock; Stock Units, provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or and (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2Shares. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeEmployee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeEmployee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Common Shares issued upon the vesting of the PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (bii) does not commit to structure the Restricted Stock Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) issuing a check; (c) conducting a wire transfer; (d) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockUnits; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount maximum rate of tax required to be withheld by lawwithholding in the applicable jurisdiction; or or (ce) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2Shares. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any sharesShares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum [minimum/maximum] amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 5.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid payable to the Grantee pursuant to the PlanParticipant, the amount of any required withholding taxes in respect of the Restricted Stock exercise of the Option and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee In the discretion of the Committee, the Participant may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting exercise of the Restricted StockOption having a Fair Market Value equal to the amount required to be withheld; provided, however, that no shares of Common Stock shall be are withheld with a value exceeding the minimum maximum amount of tax required to be withheld by lawApplicable Law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockStock with a Fair Market Value required to be withheld. 8.2. 5.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, tax or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company Company: (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting exercise of the Restricted Stock Option or the subsequent sale of any sharesshares acquired on exercise; and (b) does not commit to structure the Restricted Stock Option to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) : a. tendering a cash payment; (b) . b. authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) . c. delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Participant shall be required to pay to the CompanyCompany or a Related Entity, and the Company or a Related Entity shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, this Award Agreement or otherwise, the amount of any required withholding or other taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding or other taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation or other tax obligations by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) issuing a check; (c) conducting a wire transfer; (d) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockUnits; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or or (ce) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2Shares. Notwithstanding any action the Company or any Related Entity takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company and any Related Entity (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any sharesShares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 5.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Grant Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; . (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock vested Grant Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockGrant Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 5.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Grant Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Award to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Planthis Agreement, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee Board of Directors deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. a. The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. b. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s Participant's liability for Tax-Related Items. The Participant should consult a tax adviser concerning the tax consequences of receiving the award and the earning, vesting, and payment of restricted stock units under the plan and this agreement.

Tax Liability and Withholding. 8.1. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s PSUs by delivery (on a form acceptable to the Committee or the Company) of an irrevocable direction to a licensed securities broker to sell shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. 8.2. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) : a. tendering a cash payment; (b) . b. authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) . c. delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.19.1 The provisions of this Section 9.1 are applicable to Grantees whose compensation is subject to withholding taxes. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee Board or a committee appointed by the Board deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Board or a committee appointed by the Board may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or law unless the Grantee consents otherwise. (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to this Agreement or the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Earned Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock Earned Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockEarned Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockStock that have been owned by the Grantee for at least six (6) months. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant of the Award or the vesting of the Restricted Stock any Earned Shares or the subsequent sale of any such shares; , and (b) does not commit to structure the Restricted Stock Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of maximum statutory tax required rates applicable to be withheld by law; or the Grantee. (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares Shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares Shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares Shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 10.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to this Agreement or the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Earned Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock Earned Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockGrantee; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockStock that have been owned by the Grantee for at least six (6) months. 8.2. 10.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Award or the issuance of the Earned Shares or the subsequent sale of any such shares; , and (b) does not commit to structure the Restricted Stock Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Award, vesting and/or settlement of Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax and employee social security contributions withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant Award, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take all such other action actions as the Committee deems Managers deem necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 10.5 of the Plan and this Section 11. The Committee may permit Participant may, at the Grantee to Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means: means of the Plan, (a) tendering a cash payment; , (b) authorizing having the Company to withhold shares of Common Stock Ordinary Shares from the shares of Common Stock Ordinary Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock; Stock Units (provided, however, that no shares of Common Stock Ordinary Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or ), (c) delivering to the Company previously owned and unencumbered shares Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of Common Stockthe Restricted Stock Units. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.111.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Common Shares issued upon the vesting of the PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.211.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 63.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take all such other action actions as the Committee deems Managers deem necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 10.5 of the Plan and this Section 11. The Committee may permit Participant may, at the Grantee to Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means: means of the Plan, (a) tendering a cash payment; , (b) authorizing having the Company to withhold shares of Common Stock Ordinary Shares from the shares of Common Stock Ordinary Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock; Stock Units (provided, however, that no shares of Common Stock Ordinary Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or ), (c) delivering to the Company previously owned and unencumbered shares Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of Common Stockthe Restricted Stock Units. 8.2. 63.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 10.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 10.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Performance Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) issuing a check; (c) conducting a wire transfer; (d) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockPerformance Units; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount maximum rate of tax required to be withheld by lawwithholding in the applicable jurisdiction; or or (ce) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2Shares. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Performance Units or the subsequent sale of any sharesShares; and (b) does not commit to structure the Restricted Stock Performance Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee Board deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Board may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Performance Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPerformance Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount maximum rate of tax required to be withheld by law; or withholding in the applicable jurisdictions. (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Performance Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Performance Shares to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee 8.1 If the Participant is an Employee, then the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee If the Participant is a non-Employee Director or Consultant, then the Company may permit withhold, or require the Grantee Participant to satisfy pay or reimburse the Company for, any taxes that the Company determines are required to be withheld under federal, state or local tax withholding obligation by any of law in connection with the following means, grant or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action that the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Common Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockCommon Shares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Common Shares or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock Common Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 37.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, responsible for the amount of any required withholding taxes in respect of the Restricted Stock Units, and the Company shall have the right to take all such other action actions as the Committee deems Managers deem necessary to satisfy all obligations for the payment of such withholding taxestaxes in accordance with Section 10.5 of the Plan and this Section 11. The Committee may permit Participant may, at the Grantee to Participant’s election, satisfy any federal, state or local tax withholding obligation in connection with the vesting or settlement of the Restricted Stock Units by any of the following means, or by a combination of such means: means of the Plan, (a) tendering a cash payment; , (b) authorizing having the Company to withhold shares of Common Stock Ordinary Shares from the shares of Common Stock Ordinary Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting or settlement, as applicable, of the Restricted Stock; Stock Units (provided, however, that no shares of Common Stock Ordinary Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or ), (c) delivering to the Company previously owned and unencumbered shares Ordinary Shares or (d) authorizing a broker-assisted sale (or “sell-to-cover”) upon the vesting or settlement of Common Stockthe Restricted Stock Units. 8.2. 37.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock RSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockRSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock RSUs or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee 9.1 Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee Administrator deems necessary to satisfy all obligations for the payment of such the withholding taxes. The Committee Administrator may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such the means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares Shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any sharesShares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s Participant's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, tax or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 7.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid payable to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit In the discretion of the Committee, the Grantee to may satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable under this Agreement (or to allow the return of shares of Common Stock) having a Fair Market Value equal to the Grantee as a result of the vesting of the Restricted Stockamount required to be withheld; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by lawApplicable Law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockStock with a Fair Market Value equal to the amount required to be withheld. 8.2. 7.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, tax or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company Company: (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any Bermuda or U.S. federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Class B Common Stock Shares from the shares of Class B Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Class B Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Class B Common StockShares. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, Centuri or an affiliated company, and the Company Company, Centuri or an affiliated company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Planthis Grant Agreement or otherwise, the amount of any required withholding or other taxes in respect of the Restricted Stock Units and to take all such other action as the Committee (as defined in the Plan) deems necessary to satisfy all obligations for the payment of such withholding or other taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation or other tax obligations by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockUnits; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company Company, Centuri or any affiliated company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company Company, Centuri and any affiliated company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, Centuri or an affiliated company, and the Company Company, Centuri or an affiliated company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Planthis Grant Agreement or otherwise, the amount of any required withholding or other taxes in respect of the Restricted Stock Performance Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding or other taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation or other tax obligations by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPerformance Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company Company, Centuri or any affiliated company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company Company, Centuri and any affiliated company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Performance Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Performance Shares to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee (a) You shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee you pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Company may permit the Grantee you to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Company Stock from the shares of Common Company Stock otherwise issuable or deliverable to the Grantee you as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Company Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Company Stock. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s your responsibility and the Company Company: (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s your liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Employee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Employee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Employee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Employee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Employee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.subsequent

Tax Liability and Withholding. 8.1. (a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold from any amounts that are (or may become) payable to Grantee or to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (bii) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. {05794902.3} 2 10.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to this Agreement or the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Earned Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock Earned Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockGrantee; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockStock that have been owned by the Grantee for at least six (6) months. 8.2. 10.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Award or the issuance of the Earned Shares or the subsequent sale of any such shares; , and (b) does not commit to structure the Restricted Stock Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.111.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.211.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Service Share Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockService Share Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Service Share Units or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock Service Share Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The 9.1 Pursuant to Section 7(d) of the Plan, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Vested Units and vested Dividend Equivalents and to take all such other action as the Committee Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Administrator shall permit, and the Grantee may permit elect by notice to the Company promptly following the Vesting Date, the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurancesecurity, Medicare or payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock RSUs and to take all such other action as the Compensation Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Compensation Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (ai) tendering a cash payment; (bii) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockRSUs; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or and (ciii) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock RSUs or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Company may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 7.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid payable to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit In the discretion of the Committee, the Grantee to may satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable under this Agreement (or to allow the return of shares of Common Stock) having a Fair Market Value equal to the Grantee as a result of the vesting of the Restricted Stockamount required to be withheld; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by lawApplicable Law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockStock with a Fair Market Value equal to the amount required to be withheld. 8.2. 7.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company Company: (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee Director shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Director pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Director to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) : a. tendering a cash payment; (b) . b. authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Director as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) . c. delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeDirector’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeDirector’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Participant shall be required to pay to the Company, and the Company and its Affiliates shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the PlanPlan or otherwise, the amount of any required withholding taxes in respect of the granting, vesting or other taxable event in relation to the Restricted Stock and to take all such other action as the Committee Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may Except for the situations described in Section 2(c) above requiring a net settlement, the Administrator will permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a1) tendering a cash payment; or (b2) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock that would otherwise issuable or deliverable to be retained by the Grantee as a result of Participant in connection with the vesting of the those shares of Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required permitted to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding taxes (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s Participant's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 10.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock settlement of any Vested Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result in connection with the settlement of the vesting of the Restricted StockVested Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 10.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Vested Units or the subsequent sale of any sharesshares of Common Stock; and (b) does not commit to structure the Restricted Stock settlement of Vested Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum [minimum/maximum] amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum minimum/maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 6.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Unrestricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockGrantee; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 6.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Unrestricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Unrestricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and none of the Company Company, the Board or any agents of either of the foregoing (a) makes no make any representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock (or dividends or distributions with respect thereto) or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock (or dividends or distributions with respect thereto) to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of maximum statutory tax required rates applicable to be withheld by lawthe Grantee; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee Participant shall be required to pay remit to the Company, and the Company shall have the right right, subject to Code Section 409A, to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state state, or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility responsibility, and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting, or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares of Common Stock and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement, or disposition.

Tax Liability and Withholding. 8.1. The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the PlanPlan or otherwise, the amount of any required payroll or withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such payroll or withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local payroll tax or tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by lawlaw (to the extent necessary under applicable accounting principles); or (c) and delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2Shares. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Units or the subsequent sale of any sharesShares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the vesting of the Restricted Stock and to take all such other action as the Committee Plan Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Except for the situations described in Section 2(c) above requiring a net settlement, the Plan Administrator may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; or (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s Participant's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee Participant shall be required to pay to the Company, and the Company (or the Company Group, as applicable) shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanParticipant, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee Administrator deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Administrator may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) : i. tendering a cash payment; (b) ; ii. authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) or iii. delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. (b) Notwithstanding any action the Company Group takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeParticipant’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock to reduce or eliminate the GranteeParticipant’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee shall be required to pay to the Company, acknowledges and agrees that the Company shall and its Subsidiaries have the right to deduct from payments of any compensation paid kind otherwise due to Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Grantee pursuant to the Plan, the amount grant or vesting of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. RSUs hereunder. (b) The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; . (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockRSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. Any shares of Common Stock withheld in accordance with this Section 8 shall be treated as if issued and sold by the Grantee when determining the share retention requirements applicable to the Grantee under the share ownership and/or retention requirements of this Agreement (including Section 4 hereof) and/ or guidelines of the Company. 8.2. (c) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock RSUs or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 13.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock POs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPOs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s POs by delivery (on a form acceptable to the Committee or the Company) of an irrevocable direction to a licensed securities broker to sell shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. 8.2. 13.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock POs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock POs to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; shares and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any Irish, U.S. federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock Class B Ordinary Shares from the shares of Common Stock Class B Ordinary Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Class B Ordinary Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common StockClass B Ordinary Shares. 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 6.1 The Grantee Employee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanEmployee, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Employee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Restricted Stock from the shares of Common Restricted Stock otherwise issuable or deliverable to the Grantee Employee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Restricted Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common StockSubordinate Voting Shares. 8.2. 6.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeEmployee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the GranteeEmployee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee (a) You shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee you pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee you to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Company Stock from the shares of Common Company Stock otherwise issuable or deliverable to the Grantee you as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Company Stock. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s your responsibility and the Company Company: (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s your liability for Tax-Related Items.

Tax Liability and Withholding. 8.111.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.211.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, tax or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. a. The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. b. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with the grant or vesting of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s Participant's liability for Tax-Related Items. The Participant should consult a tax adviser concerning the tax consequences of receiving the award and the earning, vesting, and payment of restricted stock units under the plan and this agreement.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Company may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or {05227299.4} 2 (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee Director shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Director pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee Director to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) : a. tendering a cash payment; (b) . b. authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Director as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) . c. delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the GranteeDirector’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Tax- Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the GranteeDirector’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee Board deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Board may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Company may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. (a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Compensation Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Compensation Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (ai) tendering a cash payment; (bii) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum maximum amount of tax required to be withheld by law; or and (ciii) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock RSUs and Cash Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any Any federal, state or local tax withholding obligation relating to the exercise, acquisition or vesting of Common Stock under an Agreement will be satisfied by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold withholding shares of Common Stock from the shares of Common Stock otherwise issuable to the Grantee as a result of the exercise or deliverable acquisition of Common Stock under the Agreement, provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum individual statutory tax rate. In respect of Cash Units, the Company shall satisfy federal, state or local tax withholding obligations relating to the exercise, acquisition or vesting of Cash Units under this Agreement by withholding cash from the cash payment otherwise validly payable to the Grantee as a result of the vesting of the Restricted Stock; Cash Units, provided, however, that no shares of Common Stock shall cash may be withheld with a value exceeding the minimum amount of maximum individual statutory tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stockrate. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock RSUs, Cash Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock RSUs or Cash Units to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. The Grantee (a) You shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee you pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Award Shares and to take all such other action as the Committee Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee Company may permit the Grantee you to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) authorizing the Company to withhold shares of Common Company Stock from the shares of Common Company Stock otherwise issuable or deliverable to the Grantee you as a result of the vesting of the Restricted StockAward Shares; provided, however, that no shares of Common Company Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (ciii) delivering to the Company previously owned and unencumbered shares of Common Company Stock. 8.2. (b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility. You acknowledge that there may be adverse tax consequences upon the Grantee’s responsibility grant, vesting or disposition of the Award Shares and the Company that you have been advised to consult a tax advisor prior to such grant, vesting or disposition. The Company: (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Award Shares or the subsequent sale of any shares; and (bii) does not commit to structure the Restricted Stock Award Shares to reduce or eliminate the Grantee’s your liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.. iSpecimen Inc. Executive Employment Agreement – J. Xxxxxx

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action that the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding withholdings (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.17.1. The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.27.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any sharesShares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockStock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or . (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.. Executive Employment Agreement – B. Xxxxxx

Tax Liability and Withholding. 8.1. 8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; . (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted StockShares; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or that exceeds Grantee’s maximum rate under federal, state and/or local taxes. (c) delivering to the Company previously owned and unencumbered shares of Common StockShares. 8.2. 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s 's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Shares to reduce or eliminate the Grantee’s 's liability for Tax-Related Items.

Tax Liability and Withholding. 8.1. 11.1 The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations 35568622v.2 for the payment of such withholding taxes. The Committee may permit the Grantee Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering Tendering a cash payment; ; (b) authorizing Authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee Participant as a result of the vesting of the Restricted StockPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of Participant’s maximum marginal income tax required to be withheld by lawrates, including federal, state and local, as applicable; or and (c) delivering Delivering to the Company previously owned and unencumbered shares of Common Stock. 8.2. 11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“"Tax-Related Items”"), the ultimate liability for all Tax-Related Items is and remains the Grantee’s Participant's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant grant, vesting or vesting settlement of the Restricted Stock PSUs or the subsequent sale of any shares; , and (b) does not commit to structure the Restricted Stock PSUs to reduce or eliminate the Grantee’s Participant's liability for Tax-Related Items.