Common use of Tax Liability and Withholding Clause in Contracts

Tax Liability and Withholding. The Company or one of its Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant hereby acknowledges and agrees that the Tax Liability shall be the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of its Subsidiaries Affiliates shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the ParticipantGrantee’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units Shares or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the SubsidiaryAffiliate’s actions in this regard, the Participant Grantee hereby acknowledges and agrees that the Tax Liability shall be the ParticipantGrantee’s sole responsibility and liability. The Participant Grantee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of if its Subsidiaries Affiliates withhold all or a portion of any Shares that otherwise would be issued to the Participant Grantee upon settlement of the vested Performance Share UnitsShares; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of if its Subsidiaries Affiliates may also satisfy the Tax Liability by deduction from the ParticipantGrantee’s wages or other cash compensation paid to the Participant Grantee by the Company or the SubsidiaryAffiliate. If the Company or a Subsidiary an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s Grantee's wages or other compensation paid to the Participant Grantee by the Company or the SubsidiaryAffiliate, the Participant Grantee agrees to pay the Company or the Subsidiary Affiliate the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the CompanyAffiliate.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Restricted Stock Units, regardless of any action the Company or one of its Subsidiaries shall assess and withhold any federal, state Subsidiary or local income taxesAffiliate takes with respect to any applicable taxes or tax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant Employee hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the ParticipantEmployee is and remains the Employee’s sole responsibility and liabilitymay exceed any amount actually withheld by the Company or any Subsidiary or Affiliate. The Participant Employee further acknowledges that the Company’s obligation to issue Company and its Subsidiaries and Affiliates (a) make no representations or deliver Shares shall be subject to satisfaction undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Tax LiabilityRestricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) do not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Unless otherwise determined by The Employee also agrees that he or she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to Tax-Related Items arising from the Restricted Stock Units. Prior to the relevant taxable event, the Employee hereby acknowledges and agrees that the Company and any Subsidiary or one of its Subsidiaries withhold Affiliate shall satisfy all their obligations, if any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Participant Employee upon settlement of the vested Performance Share Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company Employee hereby acknowledges that the Employee will not receive a refund in cash or one of its Subsidiaries may also satisfy the Tax Liability by deduction Shares from the Participant’s wages or other cash compensation paid to the Participant by the Company or any Subsidiary or Affiliate with respect to any withheld Shares, whose value exceeds their withholding obligations for Tax-Related Items, and such excess amount will be included in the Subsidiarytaxes that the Company and any Subsidiary or Affiliate will pay to the applicable tax authorities on the Employee’s behalf. If The Employee must pay to the Company or a any Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by Affiliate any amount of Tax-Related Items that the Company or any Subsidiary or Affiliate may be required to withhold that cannot be satisfied by the Subsidiary, means previously described. The Company or any Subsidiary or Affiliate may refuse to deliver the Participant Shares to the Employee if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items. The Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to pay the Restricted Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Subsidiary the amount grant, vesting or settlement of the Tax Liability Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in cash (relation to any such valuation or by check) as directed by for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or the Subsidiary. Notwithstanding anything any Subsidiary or Affiliate may be required to the contrary withhold or account for Tax-Related Items in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companymore than one jurisdiction.

Tax Liability and Withholding. The Company or one an Affiliate, as applicable, shall have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the Actual Award. Subject to any limitations imposed by the Committee, in its sole discretion and which shall be communicated to the Grantee at the time of its Subsidiaries shall assess and withhold vesting, this amount may, at the election of the Grantee, be: (i) withheld from the value of any federal, state Actual Award being settled or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable any Shares transferred in connection with the Participant’s participation in exercise or settlement of an Actual Award, or (ii) collected directly from the Plan, including, without limitation, any tax liability associated with Grantee as a cash payment. Unless the grant or vesting of Grantee has otherwise irrevocably elected a different method to satisfy the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regardwithholding requirement, the Participant hereby acknowledges and agrees that the Tax Liability Grantee shall be deemed to have elected to satisfy the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied requirement by having the Company or one of its Subsidiaries an Affiliate, as applicable, withhold all or a Shares, from the vested portion of any Shares that otherwise would the Actual Award, having a Fair Market Value on the date the tax is to be issued determined equal to the Participant upon minimum statutory total tax that could be imposed on the transaction. All such elections will be made within 14 calendar days of the PSU Award Agr (2018 Equity Incentive Plan)(Rev Feb 2023) Certification Date, be irrevocable when made, made in writing and will be subject to any terms and conditions that the Company, in its sole discretion, deems appropriate. 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 (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company PSUs or the Subsidiary. If the Company or a Subsidiary subsequent sale of any shares, and (ii) does not elect commit to have withholding obligations satisfied by either withholding Shares structure the Award to reduce or by deduction from eliminate the ParticipantGrantee’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companyliability for Tax-Related Items.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Deferred Stock Units, regardless of any action the Company or one of its Subsidiaries shall assess and withhold any federal, state Subsidiary or local income taxesAffiliate takes with respect to any applicable taxes or tax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant Director hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the ParticipantDirector is and remains the Director’s sole responsibility and liabilitythat the Company and its Subsidiaries and Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Stock Units, including the award of the Deferred Stock Units, the vesting of the Deferred Stock Units, the issuance of Shares in settlement of the Deferred Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) do not commit to structure the terms of the Award or any aspect of the Deferred Stock Units to reduce or eliminate the Director’s liability for Tax-Related Items or achieve any particular tax result. The Participant acknowledges Director also agrees that the Company’s obligation to issue he or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to Tax-Related Items arising from the Deferred Stock Units. Prior to the relevant taxable event, the Director hereby acknowledges and agrees that the Company and any Subsidiary or one of its Subsidiaries withhold Affiliate shall satisfy all their obligations, if any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Participant Director upon settlement of the vested Performance Share Deferred Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company Director hereby acknowledges that the Director will not receive a refund in cash or one of its Subsidiaries may also satisfy the Tax Liability by deduction Shares from the Participant’s wages or other cash compensation paid to the Participant by the Company or any Subsidiary or Affiliate with respect to any withheld Shares, whose value exceeds their withholding obligations for Tax-Related Items, and such excess amount will be included in the Subsidiarytaxes that the Company and any Subsidiary or Affiliate will pay to the applicable tax authorities on the Director’s behalf. If The Director must pay to the Company or a any Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by Affiliate, any amount of Tax-Related Items that the Company or any Subsidiary or Affiliate may be required to withhold that cannot be satisfied by the Subsidiary, means previously described. The Company or any Subsidiary or Affiliate may refuse to deliver the Participant Shares to the Director if the Director fails to comply with the Director’s obligations in connection with the Tax-Related Items. The Director further acknowledges and agrees that the Director is solely responsible for filing all relevant documentation that may be required in relation to pay the Deferred Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Subsidiary the amount grant, vesting or settlement of the Tax Liability Deferred Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Director also understands that applicable laws may require varying Share or Deferred Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in cash (relation to any such valuation or by check) as directed by for any calculation or reporting of income or Tax-Related Items that may be required of the Director under applicable laws. Further, if the Director has become subject to Tax-Related Items in more than one jurisdiction, the Director acknowledges that the Company or the Subsidiary. Notwithstanding anything any Subsidiary or Affiliate may be required to the contrary withhold or account for Tax-Related Items in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companymore than one jurisdiction.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Restricted Stock Units, regardless of any action the Company takes with respect to any applicable taxes or one of its Subsidiaries shall assess and withhold any federal, state or local income taxestax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant Employee hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the ParticipantEmployee is and remains the Employee’s sole responsibility and liabilitythat the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) does not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items. The Participant acknowledges Employee also agrees that the Company’s obligation to issue he or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to tax liabilities arising from the Restricted Stock Units. Prior to the relevant taxable event, the Employee hereby acknowledges and agrees that the Company (and any Subsidiary or one of Affiliate) shall satisfy all its Subsidiaries withhold obligations, if any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Participant Employee upon settlement of the vested Performance Share Restricted Stock Units; provided however, that the Company may limit the amounts withheld shall not exceed to the amount necessary to satisfy the Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to Employee must pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares amount of capital stock Tax-Related Items that the Company may be required to withhold that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares to the Employee if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items. The Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the CompanyCompany or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Liability and Withholding. The Company or one of its Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant hereby acknowledges and agrees that the Tax Liability shall be the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s 's wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of its Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant hereby acknowledges and agrees that the Tax Liability shall be the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations (other than with respect to dividend equivalents) shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s 's wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of its Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant hereby acknowledges and agrees that the Tax Liability shall be the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of if its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of if its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s 's wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of its Subsidiaries shall Affiliates may assess any applicable tax liability and withhold requirements (including any federalsocial contributions, state or local income taxes, social security taxesrequired deductions, or other employment withholding taxes that may arise or be applicable payments) in connection with the ParticipantDirector’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Restricted Stock Units or sale of the underlying Shares shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the SubsidiaryAffiliate’s actions in this regard, the Participant Director hereby acknowledges and agrees that any Tax Liability shall be the Director’s responsibility and liability. Prior to the relevant taxable event, the Director hereby acknowledges and agrees that the Tax Liability shall be the Participant’s sole responsibility Company (and liability. The Participant acknowledges that the Company’s obligation any Subsidiary or Affiliate) may satisfy all its obligations related to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined , if any, by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant Director upon settlement of the vested Performance Share Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the SubsidiaryFurthermore, the Participant Director agrees to pay the Company or the Subsidiary Affiliate any Tax Liability that cannot be satisfied by the amount foregoing methods. The Director further acknowledges and agrees that he solely is responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax Liability (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the grant or vesting of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Director further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax Liability and does not commit to and is under no obligation to structure the terms or any aspect of the Restricted Stock Unit to reduce or eliminate the Director’s Tax Liability or achieve any particular tax result. The Director also understands that applicable law may require varying Restricted Stock Unit or Share valuation methods for purposes of calculating any Tax Liability, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax Liability that may be required of the Director under applicable law. Further, if the Director has become subject to Tax Liability in cash (or by check) as directed by more than one jurisdiction, the Director acknowledges that the Company or the Subsidiary. Notwithstanding anything any Subsidiary or Affiliate may be required to the contrary in the Plan, the Participant shall not be entitled to satisfy any withhold or account for Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companyin more than one jurisdiction.

Tax Liability and Withholding. 6.1 The Participant shall be required to pay to the Company, and the Company or one shall have the right to deduct from any compensation paid to the Participant pursuant to the vesting of its Subsidiaries shall assess and withhold the Restricted Share Units, the amount of any applicable foreign, federal, state or and local income withholding obligations of the Company in respect of the Restricted Share Units and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company shall not deliver any shares to the Participant until it is satisfied that all required withholdings have been made. By execution of this Agreement, social security taxesthe Participant has authorized the Company, or other employment withholding taxes that may arise or be applicable in connection with on behalf of the Participant’s participation , to instruct a registered broker chosen by the Company, at a time when the Participant is not in possession of material nonpublic information, to sell on the Plan, including, without limitation, any tax liability associated with applicable vesting date such number of Ordinary Shares as the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time Company deems necessary to time as laws or interpretations change. Regardless of satisfy the Company’s or withholding obligation, after deduction of the Subsidiarybroker’s actions commission, and the broker shall be required to remit to the Company the cash necessary in this regardorder for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares. The Participant hereby acknowledges agrees to hold the Company and agrees that the Tax Liability shall be the Participant’s sole responsibility and liabilitybroker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company’s Company and the broker are under no obligation to issue or deliver Shares shall be subject to satisfaction arrange for such sale at any particular price. In connection with such sale of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Planshares, the Participant shall not be entitled execute any such documents requested by the broker in order to satisfy any Tax Liability or effectuate the sale of Ordinary Shares and payment of the withholding obligations that arise as a result of this Agreement by delivering obligation to the Company any shares Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the U.S. Securities Exchange Act of capital stock of the Company1934, as amended.

Tax Liability and Withholding. The Company or one of if its Subsidiaries shall Affiliates may assess applicable tax liability and withhold requirements (including any federal, state income tax or local income taxestax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable payments) in connection with the ParticipantEmployee’s participation in the Plan, including, without limitation, any tax such liability associated with the grant or vesting of the Performance Share Restricted Stock Units or sale of the underlying Shares shares (collectively, the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiaryany Affiliate’s actions in this regard, and as a condition to the Participant grant, vesting, and settlement of the Restricted Stock Units, the Employee hereby acknowledges and agrees that the Tax Liability all Tax-Related Items shall be the ParticipantEmployee’s sole responsibility and liabilityliability and may exceed any amount actually calculated, withheld, or requested from the Employee by the Company or any Affiliate. Further, the Employee acknowledges and agrees that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units; and (b) does not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. The Participant Employee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liabilityall Tax-Related Items. Unless otherwise determined by the Company, withholding obligations The Tax-Related Items shall be satisfied by having the Company or one of its Subsidiaries withhold Company’s withholding all or a portion of any Shares that otherwise would be issued to the Participant Employee upon settlement of the vested Performance Share Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the SubsidiaryFurthermore, the Participant Employee agrees to pay the Company or the Subsidiary Affiliate any Tax-Related Items that cannot be satisfied by the amount foregoing methods. The Employee also agrees that he or she will not make any claim against the Company, or any of its directors, employees or Affiliates related to tax liabilities arising from the Tax Liability Restricted Stock Units. The Employee further acknowledges and agrees that the Employee is responsible for filing all relevant documentation that may be required in cash relation to the Restricted Stock Units or any Tax-Related Items (other than filings or by check) as directed by documentation that is the specific obligation of the Company or the Subsidiary. Notwithstanding anything an Affiliate pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the contrary in grant, vesting or settlement of the PlanRestricted Stock Units, the Participant shall not be entitled to satisfy holding of Shares or any Tax Liability bank or withholding obligations brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that arise as a result applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of this Agreement by delivering to calculating Tax-Related Items, Varian Confidential and the Company assumes no responsibility or liability in relation to any shares such valuation or for any calculation or reporting of capital stock income or Tax-Related Items that may be required of the CompanyEmployee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Liability and Withholding. The Company or one of its Subsidiaries Affiliates shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the ParticipantGrantee’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units Shares or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the SubsidiaryAffiliate’s actions in this regard, the Participant Grantee hereby acknowledges and agrees that the Tax Liability shall be the ParticipantGrantee’s sole responsibility and liability. The Participant Grantee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of if its Subsidiaries Affiliates withhold all or a portion of any Shares that otherwise would be issued to the Participant Grantee upon settlement of the vested Performance Share UnitsShares; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of if its Subsidiaries Affiliates may also satisfy the Tax Liability by deduction from the ParticipantGrantee’s wages or other cash compensation paid to the Participant Grantee by the Company or the SubsidiaryAffiliate. If the Company or a Subsidiary an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s Grantee's wages or other compensation paid to the Participant Grantee by the Company or the SubsidiaryAffiliate, the Participant Grantee agrees to pay the Company or Exhibit 10.2 the Subsidiary Affiliate the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the CompanyAffiliate.

Tax Liability and Withholding. 7.1 The Participant shall be required to pay to the Company, and the Company or one shall have the right to deduct from any compensation paid to the Participant pursuant to the vesting of its Subsidiaries shall assess and withhold the Restricted Share Units, the amount of any applicable foreign, federal, state or and local income withholding obligations of the Company in respect of the Restricted Share Units and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company shall not deliver any shares to the Participant until it is satisfied that all required withholdings have been made. By execution of this Agreement, social security taxesthe Participant has authorized the Company, or other employment withholding taxes that may arise or be applicable in connection with on behalf of the Participant’s participation , to instruct a registered broker chosen by the Company, at a time when the Participant is not in possession of material nonpublic information, to sell on the Plan, including, without limitation, any tax liability associated with applicable vesting date such number of Ordinary Shares as the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time Company deems necessary to time as laws or interpretations change. Regardless of satisfy the Company’s or withholding obligation, after deduction of the Subsidiarybroker’s actions commission, and the broker shall be required to remit to the Company the cash necessary in this regardorder for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares. The Participant hereby acknowledges agrees to hold the Company and agrees that the Tax Liability shall be the Participant’s sole responsibility and liabilitybroker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company’s Company and the broker are under no obligation to issue or deliver Shares shall be subject to satisfaction arrange for such sale at any particular price. In connection with such sale of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Planshares, the Participant shall not be entitled execute any such documents requested by the broker in order to satisfy any Tax Liability or effectuate the sale of Ordinary Shares and payment of the withholding obligations that arise as a result of this Agreement by delivering obligation to the Company any shares Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the U.S. Securities Exchange Act of capital stock of the Company1934, as amended.

Tax Liability and Withholding. 9.1 The Participant shall be required to pay to the Company, and the Company or one shall have the right to deduct from any compensation paid to the Participant pursuant to the vesting of its Subsidiaries shall assess and withhold the RSUs, the amount of any applicable foreign, federal, state or and local income withholding obligations of the Company in respect of the RSUs and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company shall not deliver any shares to the Participant until it is satisfied that all required withholdings have been made. By execution of this Agreement, social security taxesthe Participant has authorized the Company, or other employment withholding taxes that may arise or be applicable in connection with on behalf of the Participant’s participation , to instruct a registered broker chosen by the Company, at a time when the Participant is not in possession of material nonpublic information, to sell on the Plan, including, without limitation, any tax liability associated with applicable vesting date such number of shares of Common Stock as the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time Company deems necessary to time as laws or interpretations change. Regardless of satisfy the Company’s or withholding obligation, after deduction of the Subsidiarybroker’s actions commission, and the broker shall be required to remit to the Company the cash necessary in this regardorder for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant hereby acknowledges agrees to hold the Company and agrees that the Tax Liability shall be the Participant’s sole responsibility and liabilitybroker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company’s Company and the broker are under no obligation to issue or deliver Shares shall be subject to satisfaction arrange for such sale at any particular price. In connection with such sale of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Planshares, the Participant shall not be entitled execute any such documents requested by the broker in order to satisfy any Tax Liability or effectuate the sale of shares of Common Stock and payment of the withholding obligations that arise as a result of this Agreement by delivering obligation to the Company any shares Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the U.S. Securities Exchange Act of capital stock of the Company1934, as amended.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Deferred Stock Units, regardless of any action the Company or one of its Subsidiaries shall assess and withhold any federal, state Subsidiary or local income taxesAffiliate takes with respect to any applicable taxes or tax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant Director hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the ParticipantDirector is and remains the Director’s sole responsibility and liabilitythat the Company and its Subsidiaries and Affiliates (a) make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the Deferred Stock Units, including the award of the Deferred Stock Units, the vesting of the Deferred Stock Units, the issuance of Shares in settlement of the Deferred Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) do not commit to structure the terms of the Award or any aspect of the Deferred Stock Units to reduce or eliminate the Director’s liability for Tax-Related Items or achieve any particular tax result. The Participant acknowledges Director also agrees that the Company’s obligation to issue he or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to Tax-Related Items arising from the Deferred Stock Units. Prior to the relevant taxable event, the Director hereby acknowledges and agrees that the Company and any Subsidiary or one of its Subsidiaries withhold Affiliate shall satisfy all their obligations, if any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Participant Director upon settlement of the vested Performance Share Deferred Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company Director hereby acknowledges that the Director will not receive a refund in cash or one of its Subsidiaries may also satisfy the Tax Liability by deduction Shares from the Participant’s wages or other cash compensation paid to the Participant by the Company or any Subsidiary or Affiliate with respect to any withheld Shares, whose value exceeds their withholding obligations for Tax-Related Items, and such excess amount will be included in the Subsidiarytaxes that the Company and any Subsidiary or Affiliate will pay to the applicable tax authorities on the Director’s behalf. If The Director must pay to the Company or a any Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by Affiliate, any amount of Tax-Related Items that the Company or any Subsidiary or Affiliate may be required to withhold that cannot be satisfied by the Subsidiary, means previously described. The Company or any Subsidiary or Affiliate may refuse to deliver the Participant Shares to the Director if the Director fails to comply with the Director’s obligations in connection with the Tax-Related Items. The Director further acknowledges and agrees that the Director is solely responsible for filing all relevant documentation that may be required in relation to pay the Deferred Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Subsidiary the amount grant, vesting or settlement of the Tax Liability Deferred Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Director also understands that applicable laws may require varying Share or Deferred Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in cash (relation to any such valuation or by check) as directed by for any calculation or reporting of income or Tax-Related Items that may be required of the Director under applicable laws. Further, if the Director has become subject to Tax-Related Items in more than one jurisdiction, the Director acknowledges that the Company or the Subsidiary. Notwithstanding anything any Subsidiary or Affiliate may be required to the contrary withhold or account for Tax-Related Items in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companymore than one jurisdiction.

Tax Liability and Withholding. The Company or one of if its Subsidiaries shall Affiliates may assess applicable tax liability and withhold requirements (including any federal, state income tax or local income taxestax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable payments) in connection with the ParticipantEmployee’s participation in the Plan, including, without limitation, any tax such liability associated with the grant or vesting of the Performance Share Restricted Stock Units or sale of the underlying Shares shares (collectively, the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiaryany Affiliate’s actions in this regard, and as a condition to the Participant grant, vesting, and settlement of the Restricted Stock Units, the Employee hereby acknowledges and agrees that the Tax Liability all Tax-Related Items shall be the ParticipantEmployee’s sole responsibility and liabilityliability and may exceed any amount actually calculated, withheld, or requested from the Employee by the Company or any Affiliate. Further, the Employee acknowledges and agrees that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units; and (b) does not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. The Participant Employee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liabilityall Tax-Related Items. Unless otherwise determined by the Company, withholding obligations The Tax-Related Items shall be satisfied by having the Company or one of its Subsidiaries withhold Company’s withholding all or a portion of any Shares that otherwise would be issued to the Participant Employee upon settlement of the vested Performance Share Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the SubsidiaryFurthermore, the Participant Employee agrees to pay the Company or the Subsidiary Affiliate any Tax-Related Items that cannot be satisfied by the amount foregoing methods. The Employee also agrees that he or she will not make any claim against the Company, or any of its directors, employees or Affiliates related to tax liabilities arising from the Tax Liability Restricted Stock Units. The Employee further acknowledges and agrees that the Employee is responsible for filing all relevant documentation that may be required in cash relation to the Restricted Stock Units or any Tax-Related Items (other than filings or by check) as directed by documentation that is the specific obligation of the Company or the Subsidiary. Notwithstanding anything an Affiliate pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the contrary in grant, vesting or settlement of the PlanRestricted Stock Units, the Participant shall not be entitled to satisfy holding of Shares or any Tax Liability bank or withholding obligations brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that arise as a result applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of this Agreement by delivering to calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any shares such valuation or for any calculation or reporting of capital stock income or Tax-Related Items that may be required of the CompanyEmployee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Liability and Withholding. 11.1 The Participant shall be required to pay to the Company, and the Company or one shall have the right to deduct from any compensation paid to the Participant pursuant to the vesting of its Subsidiaries shall assess and withhold the PSUs, the amount of any applicable foreign, federal, state or and local income withholding obligations of the Company in respect of the PSUs and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company shall not deliver any shares to the Participant until it is satisfied that all required withholdings have been made. By execution of this Agreement, social security taxesthe Participant has authorized the Company, or other employment withholding taxes that may arise or be applicable in connection with on behalf of the Participant’s participation , to instruct a registered broker chosen by the Company, at a time when the Participant is not in possession of material nonpublic information, to sell on the Plan, including, without limitation, any tax liability associated with applicable vesting date such number of shares of Common Stock as the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time Company deems necessary to time as laws or interpretations change. Regardless of satisfy the Company’s or withholding obligation, after deduction of the Subsidiarybroker’s actions commission, and the broker shall be required to remit to the Company the cash necessary in this regardorder for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant hereby acknowledges agrees to hold the Company and agrees that the Tax Liability shall be the Participant’s sole responsibility and liabilitybroker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company’s Company and the broker are under no obligation to issue or deliver Shares shall be subject to satisfaction arrange for such sale at any particular price. In connection with such sale of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Planshares, the Participant shall not be entitled execute any such documents requested by the broker in order to satisfy any Tax Liability or effectuate the sale of shares of Common Stock and payment of the withholding obligations that arise as a result of this Agreement by delivering obligation to the Company any shares Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1(i)(B) under the U.S. Securities Exchange Act of capital stock of the Company1934, as amended.

Tax Liability and Withholding. 7.1 The Participant shall be required to pay to the Company, and the Company or one shall have the right to deduct from any compensation paid to the Participant pursuant to the vesting of its Subsidiaries shall assess and withhold the Restricted Share Units, the amount of any applicable foreign, federal, state or and local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting obligations of the Performance Company in respect of the Restricted Share Units or sale and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company shall not deliver any shares to the underlying Shares (Participant until it is satisfied that all required withholdings have been made. At the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless option of the Company’s or the Subsidiary’s actions in this regard, the Company may require the sale by the Participant hereby acknowledges on the applicable vesting date such number of Ordinary Shares as the Company deems necessary to satisfy the Company’s withholding obligation, after deduction of the broker’s commission, and agrees that the Tax Liability broker shall be required to remit to the ParticipantCompany the cash necessary in order for the Company to satisfy its withholding obligation. Such sales shall be made pursuant to a mandatory “sell-to-cover” program instituted by the Company with no discretion by the Participant with respect to any sale under the “sell-to-cover” program. To the extent the proceeds of such sale exceed the Company’s sole responsibility withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares. The Participant agrees to hold the Company and liabilitythe broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company’s Company and the broker are under no obligation to issue or deliver Shares shall be subject to satisfaction arrange for such sale at any particular price. In connection with such sale of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Planshares, the Participant shall not be entitled execute any such documents requested by the broker in order to satisfy any Tax Liability or effectuate the sale of Ordinary Shares and payment of the withholding obligations that arise as a result of this Agreement by delivering obligation to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The Company or one of if its Subsidiaries shall Affiliates may assess applicable tax liability and withhold requirements (including any federal, state income tax or local income taxestax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable payments) in connection with the ParticipantEmployee’s participation in the Plan, including, without limitation, any tax liability associated with the grant grant, vesting or vesting settlement of the Performance Share Units or sale of the underlying Shares (collectively the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the SubsidiaryAffiliate’s actions in this regard, and as a condition to the Participant grant, vesting, and settlement of the Performance Units, the Employee hereby acknowledges and agrees that all the Tax Liability Tax-Related Items shall be the ParticipantEmployee’s sole responsibility and liabilityliability and may exceed any amount actually calculated, withheld, or requested from the Employee by the Company or any Affiliate. Further, the Employee acknowledges and agrees that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Units; and (b) does not commit to structure the terms of the award or any aspect of the Performance Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. The Participant Employee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liabilityall Tax-Related Item. Unless otherwise determined by the Company, withholding obligations The Tax-Related Items shall be satisfied by having the Company or one of its Subsidiaries withhold Company’s withholding all or a portion of any Shares that otherwise would be issued to the Participant Employee upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the SubsidiaryFurthermore, the Participant Employee agrees to pay the Company or the Subsidiary Affiliate any Tax-Related Items that cannot be satisfied by the amount foregoing methods. The Employee also agrees that he or she will not make any claim against the Company, or any of its directors, employees or Affiliates related to tax liabilities arising from the Tax Liability Performance Units. The Employee further acknowledges and agrees that the Employee is responsible for filing all relevant documentation that may be required in cash relation to the Performance Units or any Tax-Related Items (other than filings or by check) as directed by documentation that is the specific obligation of the Company or the Subsidiary. Notwithstanding anything an Affiliate pursuant to applicable law) such as but not limited to personal income tax returns or reporting statements in relation to the contrary in grant, vesting or settlement of the PlanPerformance Units, the Participant shall not be entitled to satisfy holding of Shares or any Tax Liability bank or withholding obligations brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that arise as a result applicable laws may require varying Share or Performance Unit valuation methods for purposes of this Agreement by delivering to calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any shares such valuation or for any calculation or reporting of capital stock income or Tax-Related Items that may be required of the CompanyEmployee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Liability and Withholding. The Company or one an Affiliate, as applicable, shall have the power and right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to any taxable event arising with respect to the Actual Award. Subject to any limitations PSU Award Agr (2018 Equity Incentive Plan)(Rev Feb 2024) imposed by the Committee, in its sole discretion and which shall be communicated to the Grantee at the time of its Subsidiaries shall assess and withhold vesting, this amount may, at the election of the Grantee, be: (i) withheld from the value of any federal, state Actual Award being settled or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable any Shares transferred in connection with the Participant’s participation in exercise or settlement of an Actual Award, or (ii) collected directly from the Plan, including, without limitation, any tax liability associated with Grantee as a cash payment. Unless the grant or vesting of Grantee has otherwise irrevocably elected a different method to satisfy the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regardwithholding requirement, the Participant hereby acknowledges and agrees that the Tax Liability Grantee shall be deemed to have elected to satisfy the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied requirement by having the Company or one of its Subsidiaries an Affiliate, as applicable, withhold all or a Shares, from the vested portion of any Shares that otherwise would the Actual Award, having a Fair Market Value on the date the tax is to be issued determined equal to the Participant upon minimum statutory total tax that could be imposed on the transaction. All such elections will be made within 14 calendar days of the Certification Date, be irrevocable when made, made in writing and will be subject to any terms and conditions that the Company, in its sole discretion, deems appropriate. 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 (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company PSUs or the Subsidiary. If the Company or a Subsidiary subsequent sale of any shares, and (ii) does not elect commit to have withholding obligations satisfied by either withholding Shares structure the Award to reduce or by deduction from eliminate the ParticipantGrantee’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companyliability for Tax-Related Items.

Tax Liability and Withholding. The Company or one of its Subsidiaries shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant hereby acknowledges and agrees that the Tax Liability shall be the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one of if its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one of if its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation Exec (US) paid to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s 's wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Company.

Tax Liability and Withholding. The As a condition to the grant, vesting and settlement of the Restricted Stock Units, regardless of any action the Company or one of its Subsidiaries shall assess and withhold any federal, state Subsidiary or local income taxesAffiliate takes with respect to any applicable taxes or tax withholdings, social security taxescontributions, required deductions, or other employment withholding taxes that may arise or be applicable in connection with the Participant’s participation in the Planpayments, includingif any (collectively, without limitation, any tax liability associated with the grant or vesting of the Performance Share Units or sale of the underlying Shares (the “Tax LiabilityTax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Subsidiary’s actions in this regard, the Participant Employee hereby acknowledges and agrees that the Tax Liability shall be ultimate liability for all Tax-Related Items legally due by the ParticipantEmployee is and remains the Employee’s sole responsibility and liabilitythat the Company and its Subsidiaries and Affiliates (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of and settlement of any dividend equivalents; and (b) do not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Employee’s liability for Tax-Related Items. The Participant acknowledges Employee also agrees that the Company’s obligation to issue he or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by she will not make any claim against the Company, withholding obligations shall be satisfied by having or any of its Directors, Employees or Subsidiaries or Affiliates related to tax liabilities arising from the Restricted Stock Units. Prior to the relevant taxable event, the Employee hereby acknowledges and agrees that the Company and any Subsidiary or one of its Subsidiaries withhold Affiliate shall satisfy all their obligations, if any, related to the Tax-Related Items by withholding all or a portion of any Shares that otherwise would be issued to the Participant Employee upon settlement of the vested Performance Share Restricted Stock Units; provided however, that the Company and any Subsidiary or Affiliate may limit the amounts withheld shall not exceed to the amount necessary to satisfy the Company’s their minimum tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company Employee hereby acknowledges that the Employee will not receive a refund in cash or one of its Subsidiaries may also satisfy the Tax Liability by deduction Shares from the Participant’s wages or other cash compensation paid to the Participant by the Company or any Subsidiary or Affiliate with respect to any withheld Shares, whose value exceeds their withholding obligations for Tax-Related Items, and such excess amount will be included in the Subsidiarytaxes that the Company and any Subsidiary or Affiliate will pay to the applicable tax authorities on your behalf. If The Employee must pay to the Company or a any Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by Affiliate any amount of Tax-Related Items that the Company or any Subsidiary or Affiliate may be required to withhold that cannot be satisfied by the Subsidiary, means previously described. The Company or any Subsidiary or Affiliate may refuse to deliver the Participant Shares to the Employee if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items. The Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to pay the Restricted Stock Units or any Tax-Related Items other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law, such as but not limited to personal income tax returns or reporting statements in relation to the Subsidiary the amount grant, vesting or settlement of the Tax Liability Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends or dividend equivalents. The Employee also understands that applicable laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in cash (relation to any such valuation or by check) as directed by for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Employee has become subject to Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or the Subsidiary. Notwithstanding anything any Subsidiary or Affiliate may be required to the contrary withhold or account for Tax-Related Items in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the Companymore than one jurisdiction.

Tax Liability and Withholding. The (a) Notwithstanding any action the Company takes with respect to any or one of its Subsidiaries shall assess and withhold any federal, state or local all income taxestax, social security taxesinsurance, payroll tax, or other employment tax-related withholding taxes that may arise (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or be applicable undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (ii) does not commit to structure the Option to reduce or eliminate the Participant’s participation liability for Tax-Related Items. Unless the Participant’s obligations with respect to the Tax Related Items are satisfied by the exercise date, the Company shall have no obligation to recognize the exercise and therefore no obligation to issue such shares of Stock issuable upon such exercise. (b) Notwithstanding anything in the PlanPlan or this Agreement to the contrary, includingand in addition to any form of payment elected by the Participant on an exercise form approved by the Administrator, without limitation, any tax liability associated with the grant or vesting Participant agrees to the following methods of satisfying the Tax Related Items on behalf of the Performance Share Units or sale Participant in connection with any exercise of the underlying Shares (Option, in the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless discretion of the Company’s or : (i) through the Subsidiary’s actions automatic withholding of a sufficient number of shares of Stock otherwise deliverable in this regardsettlement of the Option, applying procedures approved by the Participant hereby acknowledges and agrees Administrator, such withheld shares having an aggregate Fair Market Value on the date of exercise that shall not exceed the Tax Liability shall be the Participant’s sole responsibility and liability. The Participant acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction minimum amount of the Tax LiabilityRelated Items (or such other amount as the Administrator determines will not result in additional compensation expense for financial accounting purposes under applicable financial accounting principles); (ii) through the deduction from any other payment otherwise due to the Participant at the time of exercise; or (iii) a combination of any or all of the foregoing. (c) Unless otherwise determined by the CompanyAdministrator, the Participant may satisfy the tax withholding obligations shall be satisfied obligation by having the Company or one surrendering of its Subsidiaries withhold all or a portion of any Shares that otherwise would be issued shares subject to the Option or by delivering shares of Stock owned by the Participant upon settlement of the vested Performance Share Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the (having in either case, an aggregate Fair Market Value as of on the date the withholding obligations are satisfied. The Company or one of its Subsidiaries may also satisfy the Tax Liability by deduction from the Participant’s wages or other cash compensation paid exercise equal to the Participant by the Company or the Subsidiary. If the Company or a Subsidiary does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Participant’s wages or other compensation paid to the Participant by the Company or the Subsidiary, the Participant agrees to pay the Company or the Subsidiary the amount of the Tax Liability in cash (or by check) as directed by the Company or the Subsidiary. Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax Liability or withholding obligations that arise as a result of this Agreement by delivering to the Company any shares of capital stock of the CompanyRelated Items).