Common use of Tax Liability and Withholding Clause in Contracts

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, and (b) does not commit to structure the RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Stock Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board Consistent with the terms of Directors may permit Section 14.2 of the Grantee Plan, if Participant fails to satisfy make such tax payments as required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant all federal, state or and local tax withholding obligation taxes of any kind required by any of law to be withheld with respect to the following means, or by a combination of such means: (a) tendering a cash payment;Shares. (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, Participant’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grantaward, vesting or settlement of the RSUs Restricted Stock Units or the subsequent sale of any shares, ; and (bii) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Within 5 days . (c) The Participant may elect to deliver whole, vested shares of any Common Stock, to have the Company withhold whole vested shares of Common Stock deliverable upon vesting date of an RSUthe Restricted Stock Units, and/or to pay cash to the Company in order to satisfy, in whole or in part, the amount, if any, the Company has the right, but not the obligation, is required to purchase from Grantee a number withhold for taxes in respect of the vested shares Restricted Stock Units. Such election must be made on or before the date the amount of common stock underlying such vested RSU in an amount up tax to 33% of be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the vested common stock, using shares to be withheld or delivered will be deemed to be the VWAP Fair Market Value as of the Common Stock for date the five trading day period, ending on the trading date prior amount of tax to the vesting event, as reported on the NYSE MKT or, if the Company's common stock be withheld is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listeddetermined.

Tax Liability and Withholding. 12.1 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation (or other) obligations paid or payable to the Grantee pursuant to the Plan, the amount of any required employee-side withholding taxes in respect of the RSUs Restricted Stock Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board Committee shall require, as a precondition to the issuance and delivery of Directors shares of Common Stock hereunder, that the Grantee have paid the Company in cash an amount equal to 100% of all federal, state and local employee-side withholding taxes associated with the Restricted Stock Units or the issuance and delivery of shares of Common Stock hereunder; provided, however, that subject to the discretion of the Committee, the Committee may permit instead determine to allow the Grantee to satisfy any this sentence’s requirement for payment of all federal, state or and local employee-side tax withholding obligation by any of the following means, means (if so expressly allowed) or by a combination of such means: means expressly allowed, in any event totaling in value 100% of such amount: (a) authorizing the Company to withhold cash from any cash compensation to be paid to the Grantee, provided both the Company and the Grantee actually and reasonably believe cash compensation sufficiently large will become payable to the Participant within 45 days; (b) tendering a partial cash payment; ; (bc) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; Restricted Stock Units, provided, however, that no shares of Common Stock shall be are withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by Applicable Law; or or (cd) delivering to the Company previously owned and unencumbered shares of Common StockStock of the Company. Common Stock so withheld or delivered would be valued at its Fair Market Value as of the date of measurement of the amount of income subject to withholding. It is understood that the Committee may in its discretion decline to allow any or all of such alternative methods, and indeed may in its discretion require actual full cash payment in advance. 12.2 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Restricted Stock Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the CompanyCompany or an Affiliate, and the Company as applicable, shall have the power and right to deduct from deduct, withhold or collect any compensation paid 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 pursuant to at the Plantime of vesting, this amount may, at the amount election of the Grantee, be: (i) withheld from the value of any required withholding taxes Actual Award being settled or any Shares transferred in respect connection with the exercise or settlement of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following meansan Actual Award, or by a combination of such means: (aii) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock collected directly from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result cash payment. Unless the Grantee has otherwise irrevocably elected a different method to satisfy the withholding requirement, the Grantee shall be deemed to have elected to satisfy the withholding requirement by having the Company or an Affiliate, as applicable, withhold Shares, from the vested portion of the vesting Actual Award, having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections will be made within 14 calendar days of the RSUs; providedPSU Award Agr (2018 Equity Incentive Plan)(Rev Feb 2023) Certification Date, howeverbe irrevocable when made, made in writing and will be subject to any terms and conditions that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 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, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs PSUs or the subsequent sale of any shares, and (bii) does not commit to structure the RSUs Award to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount Regardless of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company or the Participant's employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding items resulting from the ECP Award ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the GranteeParticipant's responsibility, and may exceed the amount actually withheld by the Company or the Participant's employer, if any. The Participant also acknowledges that the Company and the Participant's employer (a) makes make no representation representations or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement any aspect of the RSUs or ECP Award, including the grant of the ECP Award, the vesting of the ECP Award, the subsequent sale of any shares, Shares acquired pursuant to the ECP Award and the receipt of any dividends or dividend equivalents; and (b) does do not commit to structure the RSUs terms of the grant or any aspect of the ECP Award to reduce or eliminate the GranteeParticipant's liability for Tax-Related Items. Within 5 days Unless otherwise determined by the Committee, at the time of any vesting date of an RSUthe taxable event, the Company has will withhold from any Shares deliverable in settlement of the rightECP Award, but not in accordance with Section 20(a) of the obligationPlan, to purchase from Grantee a the number of whole Shares having a value as nearly as possible equal to the vested shares amount of common stock underlying Tax-Related Items required to be withheld under applicable local laws and regulations, and pay such vested RSU amount in an cash to the appropriate taxing authorities. Alternatively, the Company may, in its discretion, withhold any amount up necessary to 33% pay the Tax-Related Items from the Participant's salary/wages or other amounts payable to the Participant, with no withholding in Shares. In the event the withholding requirements are not satisfied through the withholding of Shares or through the Participant's salary/wages or other amounts payable to the Participant, no Shares will be issued upon vesting of the value of ECP Award unless and until satisfactory arrangements (as determined by the vested common stock, using Company) have been made by the VWAP of the Common Stock for the five trading day period, ending on the trading date prior Participant with respect to the vesting payment of any Tax-Related Items which the Company determines, in its sole discretion, must be withheld or collected with respect to such ECP Award. Further, if the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as reported applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country. Depending on the NYSE MKT orwithholding method, if the CompanyCompany may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. By accepting this grant of ECP Award, the Participant expressly consents to the withholding of Shares and/or cash as provided for hereunder. All other Tax-Related Items related to the ECP Award and any Shares delivered in payment thereof are the Participant's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listedsole responsibility.

Tax Liability and Withholding. 12.1 (a) The Grantee Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Stock Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board Consistent with the terms of Directors may permit Section 14.2 of the Grantee Plan, if Participant fails to satisfy make such tax payments as required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant all federal, state or and local tax withholding obligation taxes of any kind required by any of law to be withheld with respect to the following means, or by a combination of such means: (a) tendering a cash payment;shares. (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, Participant’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grantaward, vesting or settlement of the RSUs Restricted Stock Units or the subsequent sale of any shares, ; and (bii) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Within 5 days . (c) The Participant may elect to deliver whole, vested shares of any Common Stock, to have the Company withhold whole vested shares of Common Stock deliverable upon vesting date of an RSUthe Restricted Stock Units, and/or to pay cash to the Company in order to satisfy, in whole or in part, the amount, if any, the Company has the right, but not the obligation, is required to purchase from Grantee a number withhold for taxes in respect of the vested shares Restricted Stock Units. Such election must be made on or before the date the amount of common stock underlying such vested RSU in an amount up tax to 33% of be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the vested common stock, using shares to be withheld or delivered will be deemed to be the VWAP Fair Market Value as of the Common Stock for date the five trading day period, ending on the trading date prior amount of tax to the vesting event, as reported on the NYSE MKT or, if the Company's common stock be withheld is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listeddetermined.

Tax Liability and Withholding. 12.1 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Planthis Agreement or otherwise, the amount of any required withholding taxes in respect of the RSUs Performance Shares or the Earned Shares, and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment;. (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting and settlement of the RSUsEarned Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatment; orbe withheld by law. (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 9.2 Notwithstanding the above, unless the Grantee has notified the Company to the contrary, the Grantee, by accepting this award of Performance Shares, will be deemed to have authorized the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting and settlement of the Earned Shares; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law. 9.3 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, ’s responsibility and the Company (a) makes no representation representations or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Performance Shares or the Earned Shares or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Performance Shares or the Earned Shares to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee shall be required to pay to the Company, acknowledges and agrees that the Company shall and its Subsidiaries have the right to deduct from payments of any compensation paid kind otherwise due to Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Grantee pursuant to the Plan, the amount grant of any required withholding taxes in respect RSUs or vesting of the Earned RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. hereunder. (b) The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (ai) tendering a cash payment;. (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Earned RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatment; orbe withheld by law. (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. Any shares of Common Stock withheld in accordance with this Section 10 shall be treated as if issued and sold by the Grantee when determining the share retention requirements applicable to the Grantee under the share ownership and/or retention requirements of this Agreement (including Section 6 hereof) and/ or guidelines of the Company. 12.2 (c) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, ; and (bi) does not commit to structure the RSUs to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee Grantee, whether pursuant to the PlanPlan or otherwise, the amount of any required withholding taxes in respect of the RSUs Common Shares and any dividend equivalents issued in connection with the vesting of the PSUs and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs PSUs or the subsequent sale of any shares, and (bii) does not commit to structure the RSUs Award to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 . (b) Subject to any limitations imposed by the Committee, in its sole discretion and which shall be communicated to the Grantee at the later of the vesting date or the Certification Date, the Grantee may elect to satisfy any federal, state or local tax withholding obligation by any one or more of the following means and may elect a higher level of withholding; provided however that the Grantee shall notify the Company of its election within 14 calendar days of the Certification Date, which election shall be irrevocable when made: (i) tendering a cash payment; (ii) authorizing the Company or a Subsidiary, as applicable, to deduct the required tax withholding amount from any other compensation payable in cash to the Grantee; or (iii) authorizing the Company or a Subsidiary, as applicable, to withhold Common Shares, from the Common Shares otherwise issuable or deliverable to the Grantee as a result of the vesting date of an RSUthe PSUs. (c) In the event the Grantee fails to irrevocably elect a different method to satisfy the withholding requirement, the Grantee shall be deemed to have authorized the Company has the rightor a Subsidiary, but not the obligationas applicable, to purchase withhold Common Shares, from the Common Shares otherwise issuable or deliverable to the Grantee as a number result of the vested shares of common stock underlying such vested RSU in an amount up to 33% vesting of the value of the vested common stockPSUs, using the VWAP of the Common Stock for the five trading day period, ending having a Fair Market Value on the trading date prior the tax is to be determined to be equal to the vesting event, as reported minimum statutory total tax that could be imposed on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listedtransaction.

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's ’s responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, and (b) does not commit to structure the RSUs to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT NASDAQ or, if the Company's ’s common stock is not then listed on the NYSE MKTNASDAQ, as reported by such other exchange as shall then have the Company's ’s common stock listed.

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs PSUs and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUsPSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s PSUs by delivery (on a form acceptable to the Committee or the Company) of an irrevocable direction to a licensed securities broker to sell shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs PSUs or the subsequent sale of any shares, and (b) does not commit to structure the RSUs PSUs to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The 8.1 Solely to the extent applicable, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Share Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Ordinary Shares from the shares of Common Stock Ordinary Shares otherwise issuable or deliverable to the Grantee as a result of the vesting settlement of the RSUsRestricted Share Units; provided, however, that no shares of Common Stock Ordinary Shares shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares Ordinary Shares. Notwithstanding the foregoing, if the Company’s Ordinary Shares are publicly-traded, in the event a taxable event with respect to this Agreement occurs during a “blackout” period (whether scheduled or unscheduled) during which Participants in the Plan, including the Grantee, are prohibited by Company policy from selling Ordinary Shares, the Grantee’s statutorily required withholding obligation will be satisfied by the Company automatically withholding from the Ordinary Shares otherwise deliverable to the Grantee a number of Common StockOrdinary Shares having an aggregate Fair Market Value equal to the Grantee’s statutorily required withholding obligation (with any fraction of one Ordinary Share required to satisfy such obligation being disregarded and the amount due paid instead in cash by the Participant); provided, however, the Grantee may elect, by written notice to the Committee during an open trading window, to satisfy his or her applicable federal, state or local tax withholding obligation, in which case the Grantee shall be required, prior to any applicable taxable event, to remit to the Company an amount in cash sufficient to satisfy his or her applicable federal, state or local tax withholding obligations in connection with such taxable event. 12.2 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting vesting, or settlement of the RSUs Restricted Share Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Share Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 9.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the PlanPlan or otherwise, the amount of any required withholding taxes in respect of the RSUs Restricted Stock Units and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (ai) tendering a cash payment; ; (bii) withholding from any compensation otherwise payable to the Grantee by the Company or an affiliate; (iii) subject to the approval of the independent members of the Board, authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUsRestricted Stock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or (civ) delivering to the Company previously owned and unencumbered shares of Common StockStock or (v) permitting or requiring the Grantee to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Grantee irrevocably elects to sell a portion of the shares to be delivered in connection with the Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its affiliates;. 12.2 9.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Restricted Stock Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSUUnless the Tax-Related Items are satisfied by the Grantee, the Company has will have no obligation to deliver to the right, but not Grantee any Common Stock. If the obligation, Company’s obligation to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date withhold arises prior to the vesting event, as reported on delivery to the NYSE MKT or, if Grantee of Common Stock or it is determined after the delivery of Common Stock to the Grantee that the amount of the Company's common stock is not then listed on ’s withholding obligation was greater than the NYSE MKT, as reported amount withheld by such other exchange as shall then have the Company's common stock listed, the Grantee agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

Tax Liability and Withholding. 12.1 The 8.1. Solely to the extent applicable, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Share Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Class A Ordinary Shares from the shares of Common Stock Class A Ordinary Shares otherwise issuable or deliverable to the Grantee as a result of the vesting settlement of the RSUsRestricted Stock Units; provided, however, that no shares of Common Stock Class A Ordinary Shares shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares Class A Ordinary Shares. Notwithstanding the foregoing, if the Company’s Class A Ordinary Shares are publicly-traded, in the event a taxable event with respect to this Agreement occurs during a “blackout” period (whether scheduled or unscheduled) during which Participants in the Plan, including the Grantee, are prohibited by Company policy from selling Class A Ordinary Shares, the Grantee’s statutorily required withholding obligation will be satisfied by the Company automatically withholding from the Class A Ordinary Shares otherwise deliverable to the Grantee a number of Common StockClass A Ordinary Shares having an aggregate Fair Market Value equal to the Grantee’s statutorily required withholding obligation (with any fraction of one Class A Ordinary Share required to satisfy such obligation being disregarded and the amount due paid instead in cash by the Participant); provided, however, the Grantee may elect, by written notice to the Committee during an open trading window, to satisfy his or her applicable federal, state or local tax withholding obligation, in which case the Grantee shall be required, prior to any applicable taxable event, to remit to the Company an amount in cash sufficient to satisfy his or her applicable federal, state or local tax withholding obligations in connection with such taxable event. 12.2 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting vesting, or settlement of the RSUs Restricted Share Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Share Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee shall understands that when the RSUs are settled in accordance with Section 4, the Grantee will be required obligated to pay recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the CompanyFair Market Value of the share of Stock as of such date, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes is responsible for all tax obligations that arise in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of connection with the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 . Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, grant or vesting or settlement of the RSUs RSUs, the delivery of Stock underlying the RSUs, or the subsequent sale of any shares, shares of the Stock underlying the RSUs; and (bii) does not commit to structure the RSUs or the delivery of Stock underlying the RSUs to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days . (b) Notwithstanding anything in the Plan or this Agreement to the contrary, unless the Grantee has delivered an amount necessary to satisfy the Tax Related Items as of the settlement date for the RSUs, the Grantee agrees to the following methods of satisfying the Tax-Related Items on behalf of the Grantee in connection with the RSUs and the delivery of Stock underlying the RSUs, in the discretion of the Company: (i) through the automatic withholding of a sufficient number of shares of Stock that would otherwise be delivered to Grantee, applying procedures approved by the Administrator, such withheld shares having an aggregate Fair Market Value on the date of settlement that shall not exceed the minimum amount of the Tax-Related Items, rounded up for any partial share of Stock that would be withheld to satisfy such obligation (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 Grantee at the time of exercise; or (iii) a combination of any vesting or all of the foregoing. (c) Unless otherwise determined by the Administrator, the Grantee may satisfy the tax withholding obligation by delivery of cash or by surrendering shares deliverable in settlement of the RSU or by delivering shares of Stock owned by the Grantee (having in any case, an aggregate Fair Market Value on the date of an RSU, exercise equal to the Company has the right, but not the obligation, to purchase from Grantee a number amount of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listedTax Related Items).

Tax Liability and Withholding. 12.1 (a) The Grantee shall understands that when the RSUs are settled in accordance with Section 4, the Grantee will be required obligated to pay recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the CompanyFair Market Value of the share of Stock as of such date, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes is responsible for all tax obligations that arise in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of connection with the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 . Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, grant or vesting or settlement of the RSUs RSUs, the delivery of Stock underlying the RSUs, or the subsequent sale of any shares, shares of Stock underlying the RSUs; and (bii) does not commit to structure the RSUs or the delivery of Stock underlying the RSUs to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days . (b) Notwithstanding anything in the Plan or this Agreement to the contrary, unless the Grantee has delivered an amount necessary to satisfy the Tax Related Items as of the settlement date for the RSUs, the Grantee agrees to the following methods of satisfying the Tax-Related Items on behalf of the Grantee in connection with the RSUs and the delivery of Stock underlying the RSUs, in the discretion of the Company: (i) through the automatic withholding of a sufficient number of shares of Stock that would otherwise be delivered to Grantee, applying procedures approved by the Administrator, such withheld shares having an aggregate Fair Market Value on the date of settlement that shall not exceed the minimum amount of the Tax-Related Items, rounded up for any partial share of Stock that would be withheld to satisfy such obligation (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 Grantee at the time of settlement; or (iii) a combination of any vesting or all of the foregoing. (c) Unless otherwise determined by the Administrator, the Grantee may satisfy the tax withholding obligation by delivery of cash or by surrendering shares deliverable in settlement of the RSU or by delivering shares of Stock owned by the Grantee (having in any case, an aggregate Fair Market Value on the date of an RSU, settlement equal to the Company has the right, but not the obligation, to purchase from Grantee a number amount of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listedTax Related Items).

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay As a condition to the Companygrant, vesting and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect settlement of the RSUs and to take all such other action as the Board Restricted Stock Units, regardless of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company or any Subsidiary or Affiliate takes with respect to any applicable taxes or all income taxtax withholdings, social insurancecontributions, payroll taxrequired deductions, or other tax-related withholding payments, if any ("collectively, the “Tax-Related Items"”), the Employee hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Grantee's responsibility, Employee’s responsibility and that the Company and its Subsidiaries and Affiliates (a) makes make no representation 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 Employee also agrees that he or she will not make any claim against the Company, 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 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 Employee upon settlement of the vested Restricted Stock Units; provided however, that the Company and any Subsidiary or Affiliate may limit the amounts withheld to the amount necessary to satisfy 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 Employee hereby acknowledges that the Employee will not receive a refund in cash or Shares from 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 taxes that the Company and any Subsidiary or Affiliate will pay to the applicable tax authorities on your behalf. The Employee must pay to the Company or any Subsidiary or 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 means previously described. The Company or any Subsidiary or Affiliate 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 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, vesting or settlement of the RSUs Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of any sharesShares, and (b) does not commit 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 relation to structure any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the RSUs Employee under applicable laws. Further, if the Employee has become subject to reduce Tax-Related Items in more than one jurisdiction, the Employee acknowledges that the Company or eliminate the Grantee's liability any Subsidiary or Affiliate may be required to withhold or account for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU Items in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listedmore than one jurisdiction.

Tax Liability and Withholding. 12.1 The 8.1. Solely to the extent applicable, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Share Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Ordinary Shares from the shares of Common Stock Ordinary Shares otherwise issuable or deliverable to the Grantee as a result of the vesting settlement of the RSUsRestricted Stock Units; provided, however, that no shares of Common Stock Ordinary Shares shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares Ordinary Shares. Notwithstanding the foregoing, if the Company’s Ordinary Shares are publicly-traded, in the event a taxable event with respect to this Agreement occurs during a “blackout” period (whether scheduled or unscheduled) during which Participants in the Plan, including the Grantee, are prohibited by Company policy from selling Ordinary Shares, the Grantee’s statutorily required withholding obligation will be satisfied by the Company automatically withholding from the Ordinary Shares otherwise deliverable to the Grantee a number of Common StockOrdinary Shares having an aggregate Fair Market Value equal to the Grantee’s statutorily required withholding obligation (with any fraction of one Ordinary Share required to satisfy such obligation being disregarded and the amount due paid instead in cash by the Participant); provided, however, the Grantee may elect, by written notice to the Committee during an open trading window, to satisfy his or her applicable federal, state or local tax withholding obligation, in which case the Grantee shall be required, prior to any applicable taxable event, to remit to the Company an amount in cash sufficient to satisfy his or her applicable federal, state or local tax withholding obligations in connection with such taxable event. 12.2 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting vesting, or settlement of the RSUs Restricted Share Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Share Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required employee withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such employee withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local employee tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related employee withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, and (b) does not commit to structure the RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up equal to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares Regardless of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes and/or the Subsidiary employing the Participant take with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the Participant hereby acknowledges that the ultimate liability for all Tax-Related Items with respect to the Participant’s grant of Restricted Stock Units, vesting of the Restricted Stock Units, or the issuance of Shares (or payment of cash, as applicable) in settlement of vested Restricted Stock Units is and remains the Grantee's responsibility, Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (ai) makes make no representation representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grantRestricted Stock Units, including the grant of the Restricted Stock Units, the vesting or of the Restricted Stock Units, the issuance of Shares of in settlement of the RSUs or Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any shares, dividends and/or any dividend equivalents; and (bii) does do not commit to and are under no obligation to structure the RSUs terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. Within 5 Unless the Participant chooses to satisfy all Tax-Related items in accordance with Section 9(c) below, the Participant hereby authorizes the Company, or their respective agents, in their sole discretion and without any notice to or authorization by the Participant, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from proceeds of the sale of Shares of issued in settlement of the vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (ii) withholding in Shares to be issued in settlement of the vested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Shares on the principal exchange on which the Shares trade on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company with respect to such grant of Restricted Stock Units. (c) At any time not less than three (3) business days of any vesting date of prior to the relevant taxable or tax withholding event, as applicable, the Participant may elect to satisfy all Tax-Related Items by delivering to the Administrator an RSUamount, by such means as the Company and/or the Administrator may establish or permit, that the Company determines is sufficient to satisfy the Participant's Tax-Related Items. (d) To avoid unfavorable accounting treatment, the Company has may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the rightCompany satisfies the withholding obligation for Tax-Related Items by withholding a number of Shares being issued under the Award as described above, but not the obligationParticipant hereby acknowledges that, for tax purposes, the Participant is deemed to purchase from Grantee have been issued the full number of Shares subject to the grant of Restricted Stock Units, notwithstanding that a number of the vested shares Shares is held back solely for the purpose of common stock underlying paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. In the event the Tax-Related Items withholding obligation would result in a fractional number of Shares to be withheld by the Company, such vested RSU in an amount number of Shares to be withheld shall be rounded up to 33% the next nearest number of whole Shares. If, due to rounding of Shares, the value of the vested common stocknumber of Shares retained by the Company pursuant to this provision is more than the amount required to be withheld, using then the VWAP Company may pay such excess amount to the relevant tax authority as additional withholding with respect to the Participant. Finally, the Participant hereby acknowledges that the Participant is required to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Common grant, vesting of the Participant’s Restricted Stock for Units, or the five trading day periodissuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Participant hereby acknowledges that the Company may refuse to issue or deliver the Shares in settlement of the vested Restricted Stock Units, ending on or to deliver the trading date prior proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, to the vesting event, as reported on the NYSE MKT or, Participant if the Company's common stock is not then listed on Participant fails to comply with the NYSE MKTParticipant’s obligations in connection with the Tax-Related Items. The Participant shall have no further rights with respect to any Shares that are retained by the Company pursuant to this provision, as reported by such other exchange as shall then have and under no circumstances will the Company's common stock listedCompany be required to issue any fractional Shares.

Tax Liability and Withholding. 12.1 (a) The Grantee shall be required to pay to the Company, acknowledges and agrees that the Company shall and its Subsidiaries have the right to deduct from payments of any compensation paid kind otherwise due to Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Grantee pursuant to the Plan, the amount grant or vesting of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. hereunder. (b) The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (ai) tendering a cash payment; (bii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no the Fair Market Value of any shares of Common Stock withheld or tendered to satisfy any such tax withholding obligations shall be withheld with not exceed the amount determined by the applicable minimum statutory withholding rates (unless a value exceeding the limit necessary to avoid liability-higher withholding rate is permissible without adverse accounting treatmentconsequences); or (ciii) delivering to the Company previously owned and unencumbered shares of Common Stock. Any shares of Common Stock withheld in accordance with this Section 8 shall be treated as if issued and sold by the Grantee when determining the share retention requirements applicable to the Grantee under the share ownership and/or retention requirements of this Agreement (including Section 4 hereof) and/ or guidelines of the Company. 12.2 (c) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, ; and (bii) does not commit to structure the RSUs to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee shall be required to pay to the Company, and the Company shall have the right be entitled to deduct from any payments or compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the RSUs Restricted Stock Units or any Dividend Equivalent Right or distribution payable in relation thereto, and to take all such other action as the Board of Directors deems reasonably it determines necessary to satisfy all obligations for the payment of such withholding taxestaxes or otherwise required by law. The Board Company has the right (but not the obligation) to satisfy the payment of Directors may permit income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee to satisfy any federal, state or local tax (“Tax-Related Items”) by (i) withholding obligation by any from proceeds of the following means, or by a combination sale of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock acquired upon the settlement of the Restricted Stock Units and Dividend Equivalent Rights through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent), (ii) requiring the Grantee to pay cash, (iii) withholding from any wages or other cash compensation payable to the Grantee by the Company, and/or (iv) reducing the number of shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; orGrantee. (cb) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Restricted Stock Units or the subsequent issuance or sale of any shares, shares of Common Stock; and (bii) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 8.1 The Grantee shall be required agrees to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as Restricted Stock Units on or about the Board date of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxeseach vesting hereunder. The Board of Directors may permit the Grantee to shall satisfy any federal, state or local tax withholding obligation by any one of the following means, or by a combination of such meansthe two: (a) tendering a cash payment;payment for the full amount of the federal, state or local tax withholding obligation; or (b) authorizing full payment effected through a broker-dealer sale and remittance procedure pursuant to which Optionee shall provide concurrent irrevocable written instructions (i) to a brokerage firm to effect the immediate sale of a sufficient number of the shares to be issued to generate the funds required to cover the applicable Federal, state and local income and employment taxes required to be withheld in connection with such issuance, and remit such funds to the Company out of the sale proceeds available on the settlement date, and (ii) to the Company to withhold shares of Common Stock from deliver the shares of Common Stock otherwise issuable or deliverable to be issued directly to such brokerage firm in order to complete the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stocksale transaction. 12.2 8.2 Notwithstanding any action the Company takes may take 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, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Restricted Stock Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 13.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation cash compensation, including wages, paid to the Grantee pursuant to by the PlanCompany or one of its Affiliates, the amount of any required withholding taxes in respect of the RSUs Restricted Stock Units and to take all such other action as the Board of Directors Administrator deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Grantee to satisfy any federal, state or local tax withholding obligation obligation, in whole or in party by any of the following means, or by a combination of such means: (a) tendering a cash paymentpaying cash; (b) authorizing electing to have the Company to withhold otherwise deliverable shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable having a Fair Market Value equal to the Grantee as a result of the vesting of the RSUs; amount required to be withheld, provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary maximum amount of tax required to avoid liability-accounting treatment; orbe withheld by law; (c) delivering to the Company previously already-owned and unencumbered shares of Common StockStock having a Fair Market Value equal to the amount required to be withheld; (d) selling a sufficient number of shares of Common Stock otherwise deliverable to the Grantee through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld; or (e) any combination of the foregoing. 12.2 13.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Restricted Stock Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The 8.1. Solely to the extent applicable, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Share Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Ordinary Shares from the shares of Common Stock Ordinary Shares otherwise issuable or deliverable to the Grantee as a result of the vesting settlement of the RSUsRestricted Share Units; provided, however, that no shares of Common Stock Ordinary Shares shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares Ordinary Shares. Notwithstanding the foregoing, if the Company’s Ordinary Shares are publicly-traded, in the event a taxable event with respect to this Agreement occurs during a “blackout” period (whether scheduled or unscheduled) during which Participants in the Plan, including the Grantee, are prohibited by Company policy from selling Ordinary Shares, the Grantee’s statutorily required withholding obligation will be satisfied by the Company automatically withholding from the Ordinary Shares otherwise deliverable to the Grantee a number of Common StockOrdinary Shares having an aggregate Fair Market Value equal to the Grantee’s statutorily required withholding obligation (with any fraction of one Ordinary Share required to satisfy such obligation being disregarded and the amount due paid instead in cash by the Participant); provided, however, the Grantee may elect, by written notice to the Committee during an open trading window, to satisfy his or her applicable federal, state or local tax withholding obligation, in which case the Grantee shall be required, prior to any applicable taxable event, to remit to the Company an amount in cash sufficient to satisfy his or her applicable federal, state or local tax withholding obligations in connection with such taxable event. 12.2 8.2. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting vesting, or settlement of the RSUs Restricted Share Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Share Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee shall be required to pay to the Company, and the Company shall have the right be entitled to deduct from any payments or compensation paid to the Grantee pursuant to the PlanGrantee, the amount of any required withholding taxes in respect of the RSUs Restricted Stock Units or any Dividend Equivalent Right or distribution payable in relation thereto, and to take all such other action as the Board of Directors deems reasonably it determines necessary to satisfy all obligations for the payment of such withholding taxestaxes or otherwise required by law. The Board Company has the right (but not the obligation) to satisfy the payment of Directors may permit income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee to satisfy any federal, state or local tax (“Tax-Related Items”) by (i) withholding obligation by any from proceeds of the following means, or by a combination sale of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock acquired upon the settlement of the Restricted Stock Units and Dividend Equivalent Rights through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent), (ii) requiring the Grantee to pay cash, (iii) withholding from any wages or other cash compensation payable to the Grantee by the Company, and/or (iv) reducing the number of shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; orGrantee. (cb) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs Restricted Stock Units or the subsequent issuance or sale of any sharesshares of Common Stock, and (bii) does not commit to structure the RSUs Restricted Stock Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 The 8.1 Solely to the extent applicable, the Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs Restricted Share Units and to take all such other action as the Board of Directors Committee deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: : (a) tendering a cash payment; ; (b) authorizing the Company to withhold shares of Common Stock Shares from the shares of Common Stock Shares otherwise issuable or deliverable to the Grantee as a result of the vesting settlement of the RSUsRestricted Share Units; provided, however, that no shares of Common Stock Shares shall be withheld with a value exceeding the limit necessary minimum amount of tax required to avoid liability-accounting treatmentbe withheld by law; or or (c) delivering to the Company previously owned and unencumbered shares Common Shares. Notwithstanding the foregoing, if the Company’s Common Shares are publicly-traded, in the event a taxable event with respect to this Agreement occurs during a “blackout” period (whether scheduled or unscheduled) during which Participants in the Plan, including the Grantee, are prohibited by Company policy from selling Common Shares, the Grantee’s statutorily required withholding obligation will be satisfied by the Company automatically withholding from the Common Shares otherwise deliverable to the Grantee a number of Common StockShares having an aggregate Fair Market Value equal to the Grantee’s statutorily required withholding obligation (with any fraction of one Common Share required to satisfy such obligation being disregarded and the amount due paid instead in cash by the Participant); provided, however, the Grantee may elect, by written notice to the Committee during an open trading window, to satisfy his or her applicable federal, state or local tax withholding obligation, in which case the Grantee shall be required, prior to any applicable taxable event, to remit to the Company an amount in cash sufficient to satisfy his or her applicable federal, state or local tax withholding obligations in connection with such taxable event. 12.2 8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting vesting, or settlement of the RSUs Restricted Share Units or the subsequent sale of any shares, ; and (b) does not commit to structure the RSUs Restricted Share Units to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

Tax Liability and Withholding. 12.1 (a) The Grantee shall understands that when the Restricted Shares are vested, the Grantee will be required obligated to pay recognize income, for Federal, state and local income tax purposes, as applicable, in an amount equal to the CompanyFair Market Value of the Restricted Shares that vest as of such date, and the Company shall have Grantee is responsible for all tax obligations that arise in connection with the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxesRestricted Shares. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock. 12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("“Tax-Related Items"”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, ’s responsibility and the Company (ai) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, grant or vesting or settlement of the RSUs Restricted Shares, the delivery of Stock underlying the Restricted Shares, or the subsequent sale of any shares, shares of Stock underlying the Restricted Shares; and (bii) does not commit to structure the RSUs Restricted Shares or the delivery of Stock underlying the Restricted Shares to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Within 5 days . (b) Notwithstanding anything in the Plan or this Agreement to the contrary, unless the Grantee has delivered an amount necessary to satisfy the Tax-Related Items as of the vesting date for the Restricted Shares, the Grantee agrees to the following methods of satisfying the Tax-Related Items on behalf of the Grantee in connection with the vesting of the Restricted Shares, in the discretion of the Company: (i) through the automatic withholding of a sufficient number of other shares of Stock that would otherwise be delivered to Grantee on such date, if any, applying procedures approved by the Administrator, such withheld shares having an aggregate Fair Market Value on the date of vesting of such Restricted Shares that shall not exceed the minimum amount of the Tax-Related Items, rounded up for any partial share of Stock that would be withheld to satisfy such obligation (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 Grantee at the time of vesting; or (iii) a combination of any vesting or all of the foregoing. (c) Unless otherwise determined by the Administrator, the Grantee may satisfy the tax withholding obligation by delivery of cash, or by delivering shares of Stock owned by the Grantee (having in any case, an aggregate Fair Market Value on the date of an RSU, vesting equal to the Company has the right, but not the obligation, to purchase from Grantee a number amount of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listedTax-Related Items).