Common use of Tax Obligations Clause in Contracts

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your or the Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the RSU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax- Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Vested Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the Vested Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company oror the Employer takes with respect to any or all federal, if differentstate, your employer (the “Employer”), the ultimate liability for all local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other taxtax related-related items related to your participation in the Plan and legally applicable to you (“TaxTax Related-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax Related-Items associated with this Award is and remains your Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany, if any. You further acknowledge that and the Company and/or and the Employer (1i) make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the Performance Stock Unitsthis Award, including, but not limited to, the grant, vesting or settlement grant of the Performance Stock UnitsAward, the issuance of Shares (or the cash equivalent) upon settlement vesting of the Performance Stock UnitsAward, the subsequent sale of Shares acquired pursuant to such issuance the Award and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units this Award to reduce or eliminate your Participant’s liability for TaxTax Related-Related Items or achieve any particular tax resultItems. Further, if you are Participant is subject to Tax-Related Items tax in more than one jurisdiction, you acknowledge Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Related-Items in more than one jurisdiction. Prior to the delivery of Shares upon the vesting of this Award, if Participant's country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company or the Employer: (i) shall withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld Shares shall be used to settle the withholding obligation); (ii) shall withhold an amount from Participant's regular salary and/or wages, or from any other amounts payable to Participant; or (iii) require Participant to make a payment to the Company or the Employer equal to the amount of Tax-Related Items required to be withheld. Depending on the applicable method, the Company or the Employer, as applicable, may withhold or account for Tax-Related Items by considering applicable statutory withholding rates, but such withholding shall not exceed an amount of withholding based on the maximum statutory rates in Participant's applicable tax jurisdictions. In the event the withholding requirements are not satisfied through the withholding of Shares or through Participant's regular salary and/or wages or other amounts payable to Participant, no Shares will be issued to Participant unless and until satisfactory arrangements (as determined by the Committee) have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines, in its sole discretion, must be withheld or collected with respect to this Award. If Participant is subject to taxation in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior By accepting the this Award, Participant expressly consents to any relevant taxable the withholding of Shares and/or the withholding of amounts from Participant's regular salary and/or wages, or tax withholding eventother amounts payable to Participant, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Itemsprovided for hereunder. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for All other Tax-Related Items by one or a combination related to this Award and any Shares acquired pursuant to the vesting of the following:this Award are Participant's sole responsibility.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company oror the Optionee’s actual employer, if different, your the Company is not the actual employer (the “Employer”), the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Optionee’s participation in the Plan and legally applicable to you him or her (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following: 1. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or 2. withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or 3. withholding in the Exercised Shares to be issued upon exercise of this Option. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Optionee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”)employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance settlement and the receipt of any dividends and/or any or dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the RSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your RSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the RSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. In the event that the Company withholds the Tax-Related Items from the proceeds of the sale of shares of Stock acquired upon payment of the RSUs, it may do so using maximum applicable withholding rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you, if you fail to comply with your obligations in connection with the Tax-Related Items. Additionally, you agree that if you do not pay or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or your employer (as appropriate) for the value of any national insurance contributions due on this additional benefit.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsOption, including, but not limited to, the grant, vesting or settlement exercise of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsOption, the subsequent sale of Shares shares of Common Stock acquired pursuant to such issuance exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You shall not make any claim against the Company, its Officers, Directors, Employees or Affiliates related to Tax-Related Items. Further, if you are have become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or your former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, you agree to will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (iii) withholding in shares of Common Stock to be issued upon exercise of the Option. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the exercised portion of the Option, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. (c) You may not exercise your Option if you fail to comply with your obligations in connection with the Tax-Related Items. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock unless you comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your or the Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the RSU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the Vested Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your or the Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization). (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the Vested Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. (a) You acknowledge that, regardless of any action taken by the Company orCompany, or if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually (if any) withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsOption, including, but not limited to, the grant, vesting or settlement exercise of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsOption, the subsequent sale of Shares shares of Common Stock acquired pursuant to such issuance exercise and the receipt of any dividends and/or any dividend equivalents; dividends, and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to pay or make arrangements satisfactory to the Company and/or the Employer to fulfill all obligations for Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one any of the following or a combination thereof: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; (ii) requiring you to tender a cash payment to the Company and/or the Employer; (iii) withholding from proceeds of the following:sale of shares of Common Stock acquired upon exercise of your Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (iv) any other method acceptable to the Company and permitted under the Plan. (c) The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate for your jurisdiction(s). If the maximum applicable rate for your jurisdiction(s) is used, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in shares. The Company may refuse to honor the exercise of the Option or refuse to issue or deliver the shares of Common Stock or the proceeds from the sale of shares of Common Stock if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Section 11.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company oror the Employer, if different, your employer (the “Employer”), you acknowledge and agree that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, capital gains tax, payment on account or other tax-related items related to this Award and your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your sole responsibility and may exceed the amount actually amount, if any, withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited toincluding the grant of the RSUs, the grant, vesting or settlement of the Performance Stock UnitsRSUs, the issuance conversion of the RSUs into Shares (or the receipt of an equivalent cash equivalent) upon settlement of the Performance Stock Unitspayment, the subsequent sale of any Shares acquired pursuant to such issuance under this Award and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Tax Related Items or achieve any particular tax result. Further, if you are have become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior . (b) Unless you determine (or are required) to any relevant taxable satisfy the Tax-Related Items by some other means in accordance with the next following paragraph, or tax withholding eventthe Company provides for an alternative means for you to satisfy the Tax-Related Items , as applicableif permissible under applicable law, you agree to make arrangements satisfactory your acceptance of these RSUs constitutes your instruction and authorization to the Company and/or and any brokerage firm determined acceptable to the Employer Company for such purpose to fulfill all withhold cash or Shares the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any company withholding obligation for applicable Tax-Related Items. (c) The Company will not issue any Shares to you until you satisfy the Tax-Related Items. In this regardthe event that withholding Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by your acceptance of the RSU, you authorize and direct the Company and/or and any brokerage firm determined acceptable to the Employer, or their respective agents, at their discretion, Company to sell on your behalf a whole number of Shares from those Shares issued to you as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligations for Tax-Related Items or to satisfy such obligations by one withholding from your salary or other cash compensation paid to you by the Company and/or the Employer. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum rates. If the maximum rate is used, any over-withheld amount may be refunded to you in cash by the Company or the Employer (with no entitlement to the Share equivalent) or, if not refunded, you may seek a combination refund from the local tax authorities. If any withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you shall be deemed to have been issued the full number of Shares subject to the following:vested RSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. (d) You agree to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by a Company Group Member or the Company or, if different, your Participant’s employer (the “Employer”)) takes with respect to any or all international, the ultimate liability for all federal, state, local, foreign or other income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, including but not limited to, the grant, vesting or settlement vesting, issuance and/or delivery of the Performance applicable shares of Common Stock Units, underlying the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsPSU Award, the subsequent sale or transfer of Shares any such shares of Common Stock acquired pursuant to such issuance upon vesting of the PSUs and the receipt of any dividends and/or any dividend equivalentsthereunder; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units PSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree and as a condition precedent to the issuance and/or delivery of shares of Common Stock under this Agreement, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by any Company Group Member; (ii) withholding from the proceeds of the sale of shares of Common Stock issued and/or delivered hereunder either through a voluntary sale or through a mandatory sale arranged by the Company (including a “sell-to-cover” arrangement) (on the Participant’s behalf pursuant to this authorization), or (iii) withholding of shares of Common Stock issuable and/or deliverable hereunder at vesting of the PSU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued and/or delivered the full number of shares of Common Stock equal to the number of Vested PSUs, notwithstanding that a number of such shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this Section. The Company may refuse to issue and/or deliver shares of Common Stock if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (e) Notwithstanding the provisions of this Section 6.1, the Participant agrees to indemnify the Company and relevant Subsidiaries, and hold the Company and each relevant Subsidiary harmless against and free from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the PSU Award and/or the vesting, issuance or delivery of any shares of Common Stock.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by a Company Group Member or the Company or, if different, your Participant’s employer (the “Employer”)) takes with respect to any or all international, the ultimate liability for all federal, state, local, foreign or other income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement vesting, issuance and/or delivery of the Performance applicable shares of Common Stock Units, underlying the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale or transfer of Shares any such shares of Common Stock acquired pursuant to such issuance upon vesting of the RSUs and the receipt of any dividends and/or any dividend equivalentsthereunder; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree and as a condition precedent to the issuance and/or delivery of shares of Common Stock under this Agreement, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by any Company Group Member; (ii) withholding from the proceeds of the sale of shares of Common Stock issued and/or delivered hereunder either through a voluntary sale or through a mandatory sale arranged by the Company (including a “sell-to-cover” arrangement) (on the Participant’s behalf pursuant to this authorization), or (iii) withholding of shares of Common Stock issuable and/or deliverable hereunder at vesting of the RSU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Participant is deemed to have been issued and/or delivered the full number of shares of Common Stock equal to the number of Vested RSUs, notwithstanding that a number of such shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this Section. The Company may refuse to issue and/or deliver shares of Common Stock if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (e) Notwithstanding the provisions of this Section 6.1, the Participant agrees to indemnify the Company and relevant Subsidiaries, and hold the Company and each relevant Subsidiary harmless against and free from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the RSU Award and/or the vesting, issuance or delivery of any shares of Common Stock.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge The Participant acknowledges that, regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) is and remains your the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsSAR, including, but not limited to, the grant, vesting or settlement exercise of the Performance Stock UnitsSAR and any payments under the SAR, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units SAR to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are the Participant is subject to Tax-Related Items tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any their withholding obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from the payment to be delivered upon exercise of the SAR. Notwithstanding the immediately preceding sentence, the Company, in its sole discretion, may require the Participant to make alternate arrangements satisfactory to the Company for the withholding or accounting of Tax-Related Items in advance of any Tax-Related Item arising from the Participant’s participation in the Plan. The Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (to the extent that such amount has not been remitted to applicable tax authorities on the Participant’s behalf). The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to make any payment under the SAR if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for with regard to Tax-Related Items by one or a combination of the following:

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously

Tax Obligations. You acknowledge The Optionee acknowledges that, regardless of any action taken by the Company or, if different, your the Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Optionee’s participation in the Plan and legally applicable to you him or her (“Tax-Tax- Related Items”) is and remains your the Optionee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee is subject to Tax-Related Items in more than one jurisdiction, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding witholding obligations for with regard to Tax-Related Items by one or a combination of the following: 1. requiring the Optionee to make a payment in a form acceptable to the Company; or 2. withholding from the Optionee’s wages or other cash compensation paid to the Optionee; or 3. withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or 4. withholding in Exercised Shares to be issued upon exercise of this Option; 5. any other method of withholding determined by the Company. The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the Optionee’s jurisdiction(s). In the event of over-withholding, the Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, the Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee will be deemed to have been issued the full number of Exercised Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge The Optionee acknowledges that, regardless of any action taken by the Company or, if different, your the Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Optionee’s participation in the Plan and legally applicable to you him or her (“Tax-Related Items”) is and remains your the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee is subject to Tax-Related Items in more than one jurisdiction, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding withhiolding obligations for with regard to Tax-Related Items by one or a combination of the following: 1. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or 2. withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or 3. withholding in Exercised Shares to be issued upon exercise of this Option. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, but not limited toincluding the grant of the PSU Award, the grant, vesting or settlement of the Performance Stock UnitsPSUs, the issuance conversion of Shares (the PSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicableyou shall pay, you agree to or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employeror your employer, or their respective agents, at their discretion, to satisfy withhold all applicable Tax-Related Items from your wages or other cash compensation payable to you by the Company or your employer or from any withholding obligations cash payment received upon vesting of the PSUs. Alternatively, or in addition, the Company or your employer may, in their sole discretion, (1) withhold from proceeds of the sale of shares of Stock acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), and/or (2) withhold in shares of Stock to be issued upon vesting of the PSUs. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination other applicable withholding rates. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the following:PSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited toincluding the grant of the RSU Award, the grant, vesting or settlement of the Performance Stock UnitsRSUs, the issuance conversion of Shares (the RSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicableyou shall pay, you agree to or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employeror your employer, or their respective agents, at their discretion, to satisfy withhold all applicable Tax-Related Items from your wages or other cash compensation payable to you by the Company or your employer or from any withholding obligations cash payment received upon vesting of the RSUs. Alternatively, or in addition, the Company or your employer may, in their sole discretion, (1) withhold from proceeds of the sale of shares of Stock acquired upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), and/or (2) withhold in shares of Stock to be issued upon vesting of the RSUs. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination other applicable withholding rates. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the following:RSUs, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. (a) You acknowledge that, regardless of any action taken by the Company Company, or, if different, your employer the Affiliate of the Company that employs you (the “Employer”), the ultimate liability for all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits taxbenefit, payment on account or other tax-related items related to your participation in resulting from the Plan and legally applicable to you PSUs (“Tax-Related Items”) is and remains your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSUs or the underlying Shares, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsPSUs, the subsequent sale of Shares acquired pursuant to such issuance settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you your acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for or rights with regard to all Tax-Related Items by one or a combination of: (i) withholding from your wages or other cash compensation payable to you by the Company or its Affiliates; (ii) withholding Shares that otherwise would be issued to you when your PSUs are settled; (iii) withholding from proceeds of the following:sale of Shares, through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iv) requiring you to make a payment in cash or by check; (v) reducing the amount of any cash otherwise payable to you with respect to the PSUs (if any); (vi) any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or (vii) and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if you are a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be through a withholding of Shares under (ii) above. (c) Notwithstanding any contrary provision of the Plan or this Award Agreement, if you fail to make satisfactory arrangements for the payment of any withholding tax liability when due, the Company may refuse to issue or deliver the Shares or treat some or all of the PSUs and the Shares underlying the PSUs as forfeited.

Tax Obligations. You acknowledge The Optionee acknowledges that, regardless of any action taken by the Company or, if different, your the Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Optionee’s participation in the Plan and legally applicable or deemed applicable to you him or her (“Tax-Related Items”) is and remains your the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Optionee further acknowledge acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsthis Option, including, but not limited towithout limitation, the grant, vesting or settlement exercise of the Performance Stock Unitsthis Option, the issuance of Shares (or the cash equivalent) upon settlement exercise of the Performance Stock Unitsthis Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your the Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Optionee is subject to Tax-Related Items in more than one jurisdiction, you acknowledge the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for with regard to Tax-Related Items by one or a combination of the following: 1. withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer or any Subsidiary or Affiliate; or 2. withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or 3. withholding in Exercised Shares to be issued upon exercise of this Option. 4. any other method of withholding determined by the Company and, to the extent required by Applicable Laws or the Plan, approved by the Administrator. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable statutory rates in the Optionees' jurisdiction(s), in which case the Optionee may receive a refund of any over-withheld amount in cash in accordance with Applicable Laws and will have no entitlement to the equivalent in Shares. In the event of over-withholding, the Optionee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock), or if not refunded, the Optionee may seek a refund from the local tax authorities. In the event of under-withholding, the Optionee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your or the Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsShare Bonus Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsShare Bonus Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Share Bonus Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Shares acquired upon vesting of the Share Bonus Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the Share Bonus Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the Share Bonus Award, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited toincluding the grant of the RSU Award, the grant, vesting or settlement of the Performance Stock UnitsRSUs, the issuance conversion of Shares (the RSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the RSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to satisfy all withholding obligations of the Company and/or the Employer to fulfill all Tax-Related Itemsyour employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by you from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your RSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the RSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items. You agree that if you do not pay or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax and national insurance contributions on this additional benefit directly to HMRC under the self-assessment regime.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you withholding (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to, including the grant, vesting or settlement grant of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement vesting of the Performance Restricted Stock Units, the conversion of the Restricted Stock Units into shares of Stock, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any relevant taxable or tax withholding event, as applicablethe issuance of shares of Stock upon vesting of the Restricted Stock Units, you agree to shall pay, or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by one you from your wages or a combination other cash compensation payable to you by the Company or your employer. Alternatively, or in addition, if permissible under local law, the Company or your employer may, in their sole discretion, (1) sell or arrange for the sale of shares of Stock to be issued on the vesting of the following:Restricted Stock Units to satisfy the Tax-Related Items withholding obligation, and/or (2) withhold in shares of Stock, provided that the Company and your employer shall withhold only the amount of shares of Stock necessary to satisfy the minimum withholding amount. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold as a result of your receipt of Restricted Stock Units, the vesting of Restricted Stock Units or the conversion of vested Restricted Stock Units to shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to deliver shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items as described herein.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, social insurancenational insurance contributions, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsperformance share units, including, but not limited toincluding the grant of the performance share units, the grant, vesting or settlement of the Performance Stock Unitsperformance share units, the issuance conversion of Shares (the performance share units into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units performance share units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicableyou shall pay, you agree to or make adequate arrangements satisfactory to the Company and/or the Employer or to fulfill your employer (in their sole discretion) to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or your employer. In this regard, you authorize the Company and/or the Employeror your employer, or their respective agents, at their discretion, to satisfy withhold all applicable Tax-Related Items from your wages or other cash compensation payable to you by the Company or your employer or from any withholding obligations cash payment received upon vesting of the performance share units. Alternatively, or in addition, the Company or your employer may, in their sole discretion, (1) withhold from proceeds of the sale of shares of Stock acquired upon vesting of the performance share units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), and/or (2) withhold in shares of Stock to be issued upon vesting of the performance share units. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by one considering applicable minimum statutory withholding amounts or a combination other applicable withholding rates. If the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issuable upon vesting of the following:performance share units, for tax purposes, you are deemed to have been issued the full number of shares subject to the vested performance share units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do does not commit to and are is under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or Participant authorizes the EmployerCompany, or their respective its agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s cash compensation paid to the Participant by the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the RSU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Vested Shares, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the Vested Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsAward, including, but not limited toincluding the grant of the RSU Award, the grant, vesting or settlement of the Performance Stock UnitsAward, the issuance conversion of Shares (the RSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units it to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the Award or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to satisfy all withholding obligations of the Company and/or the Employer to fulfill all Tax-Related Itemsyour employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by you from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the Award, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested Award, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items. You agree that if you do not pay, or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the Award, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax and national insurance contributions on this additional benefit directly to HMRC under the self-assessment regime.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for TaxRelated Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your employer or the affiliate that employs the Participant (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to your the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed Participant by the Participant is and remains your the Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, including the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) upon in settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares acquired pursuant to such issuance Shares, and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are the Participant becomes subject to Tax-Related Items tax in more than one jurisdiction, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employerEmployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to . (b) To satisfy any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to obligations of the Company and/or the Employer with respect to fulfill all Tax-Related ItemsItems (the “Withholding Taxes”), the Company will withhold through the retention by the Company of Shares. In this regardAccordingly, you authorize the Participant hereby instructs the Company, with no further action by the Participant, to deduct and retain from the number of Shares to which the Participant is entitled from the RSUs then vested or scheduled to vest such number of Shares as is equal to the value of the Withholding Taxes. The fair market value of such surrendered Shares will be based on the closing price of the Common Stock on the respective Vesting Date, provided, however, that if such date is not a trading day, the Company shall use the closing price on the first trading day following such date. Alternatively, or in addition, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items their obligations, if any, with regard to all Withholding Taxes by one or a combination of the following:; (i) withholding from Participant’s wages or other cash compensation payable to the Participant by the Company, the Employer, or any affiliate, (ii) requiring the Participant to tender a cash payment to the Company or an affiliate in the amount of the Withholding Taxes and/or (iii) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Board or a Committee. Notwithstanding the foregoing, if the Participant is a Section 16 officer of the Company under the Exchange Act, the Company will withhold Shares from the Shares to be issued upon payment of the RSUs, as described herein, and will not use the other means set forth in this Section 6. (c) The Company may withhold for Withholding Taxes by considering statutory or other withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in Shares) from the Company or the Employer, otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by a Company Group Member or the Company or, if different, your Participant’s employer (the “Employer”)) takes with respect to any or all international, the ultimate liability for all federal, state, local, foreign or other income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRIU Award, including, including but not limited to, the grant, vesting vesting, issuance or settlement delivery of the Performance Stock Units, applicable Common Units underlying the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRIU Award, the subsequent sale or transfer of Shares any such Common Units acquired pursuant to such issuance upon vesting of the RIUs and the receipt of any dividends and/or any dividend equivalentsdistributions thereunder; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RIU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree and as a condition precedent to the issue of Common Units under this Agreement, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by any Company Group Member; (ii) withholding from the proceeds of the sale of Common Units issued and/or delivered hereunder either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), or (iii) withholding of Common Units issuable and/or deliverable hereunder at vesting of the RIU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in Common Units, for tax purposes, the Participant is deemed to have been issued and/or delivered the full number of Common Units equal to the number of Vested RIUs, notwithstanding that a number of such Common Units are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this Section. The Company may refuse to issue and/or deliver Common Units if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (e) Notwithstanding the provisions of this Section 6.1, the Participant agrees to indemnify the Company and relevant Subsidiaries, and hold the Company and each relevant Subsidiary harmless against and free from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the RIU Award and/or the vesting, issuance or delivery of any Common Units.

Tax Obligations. You acknowledge (a) Optionee acknowledges that, regardless of any action taken by the Company or, if different, your Optionee’s employer (the “Employer”), ) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related tax‑related items related to your Optionee’s participation in the Plan and legally applicable to you Optionee (“Tax-Related Items”) ), is and remains your Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You Optionee further acknowledge acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Unitsthis Option, including, but not limited to, the grant, vesting or settlement exercise of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsOption, the subsequent sale of Shares shares of Common Stock acquired pursuant to such issuance exercise and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax resultdividends. Further, if you are Optionee is subject to Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, you acknowledge as applicable, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you Optionee authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from payroll and any other amounts payable to Optionee, including any proceeds due to Optionee from the sale of shares of Common Stock acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company on Optionee’s behalf (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the U.S. Federal Reserve Board) pursuant to this authorization without further consent. (c) Upon Optionee’s request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to Optionee upon the exercise of this Option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the maximum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of this Option as a liability for financial accounting purposes). Any adverse consequences to Optionee arising in connection with such share withholding procedure shall be Optionee’s sole responsibility. (d) Optionee may not exercise this Option unless the tax withholding obligations of the Company and/or any Affiliate for Tax-Related Items by one are satisfied. Accordingly, Optionee may not be able to exercise this Option when desired even though the Option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. (e) Optionee hereby agrees that the Company does not have a combination duty to design or administer the Plan or its other compensation programs in a manner that minimizes Optionee’s tax liabilities. Optionee will not make any claim against the Company, or any of the following:its officers, Directors, Employees or affiliates related to tax liabilities arising from this Option or Optionee’s other compensation

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company oror the Employer, if different, your employer (the “Employer”), you acknowledge and agree that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, capital/gains tax, payment on account or other tax-related items related to the Option and your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your sole responsibility and may exceed the amount actually amount, if any, withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsOption, including, but not limited to, including the grant, vesting or settlement exercise of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsOptions, the subsequent sale of any Option Shares acquired pursuant to such issuance at exercise and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are have become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, regard you authorize the Company and/or the Employer, or their respective agents, to withhold all applicable Tax-Related Items from any wages or other cash compensation paid to you by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, you authorize the Company and/or the Employer or their respective agents, at their discretiondiscretion and pursuant to such procedures as it may specify from time to time, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding otherwise deliverable Option Shares; or (ii) withholding from the proceeds of the sale of Option Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and at your direction pursuant to this authorization). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum rates. If the maximum rate is used, any over-withheld amount may be refunded to you in cash by the Company or the Employer (with no entitlement to the Option Share equivalent) or, if not refunded, you may seek a refund from the local tax authorities. If any withholding obligation for Tax-Related Items is satisfied by withholding a number of Option Shares as described herein, for tax purposes, you are deemed to have been issued the full number of Option Shares subject to the portion of the Option exercised, notwithstanding that a number of the Option Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. You shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Option Shares or the proceeds of the sale of Option Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your Participant’s employer (the “Employer”)) or any Parent or Subsidiary to which Participant is providing services (together, the ultimate liability for “Service Recipients”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Participant’s participation in the Plan and legally applicable to you Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your his or her responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to the issuance of Shares in payment of the Restricted Stock Units or any other relevant taxable or tax withholding event, as applicable, you agree the Participant will pay to the Company, or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (2) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares otherwise deliverable to the Participant on vesting/settlement of the Restricted Stock Units. (c) To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. (d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. The Company will not be responsible for any losses or damages resulting from any delay in releasing the Shares to the Participant upon the vesting of the Restricted Stock Units as a result of the Participant’s failure to make full payment of the Tax-Related Items, as provided in this Section 9, in a timely manner upon the vesting of the Restricted Stock Units.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by a Company Group Member or the Company or, if different, your Participant’s employer (the “Employer”)) takes with respect to any or all international, the ultimate liability for all federal, state, local, foreign or other income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRIU Award, including, including but not limited to, the grant, vesting or settlement issuance and/or delivery of the Performance Stock Units, applicable Common Units underlying the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRIU Award, the subsequent sale or transfer of Shares any such Common Units acquired pursuant to such issuance upon vesting of the RIUs and the receipt of any dividends and/or any dividend equivalentsdistributions thereunder; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RIU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree and as a condition precedent to the issue and/or delivery of Common Units under this Agreement, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by any Company Group Member; (ii) withholding from the proceeds of the sale of Common Units issued and/or delivered hereunder either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), or (iii) withholding of Common Units issuable and/or deliverable and/or deliverable hereunder at vesting of the RIU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for the Tax-Related Items is satisfied by withholding in Common Units, for tax purposes, the Participant is deemed to have been issued and/or delivered the full number of Common Units equal to the number of Vested RIUs, notwithstanding that a number of such Common Units are held back solely for the purpose of paying the Tax-Related Items due as a result of the Participant’s participation in the Plan. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this Section. The Company may refuse to issue and/or deliver Common Units if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (e) Notwithstanding the provisions of this Section 6.1, the Participant agrees to indemnify the Company and relevant Subsidiaries, and hold the Company and each relevant Subsidiary harmless against and free from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the RIU Award and/or the vesting, issuance or delivery of any Common Units.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your employer or the affiliate that employs the Participant (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to your the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed Participant by the Participant is and remains your the Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, including the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) upon in settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares acquired pursuant to such issuance Shares, and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are the Participant becomes subject to Tax-Related Items tax in more than one jurisdiction, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employerEmployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to . (b) To satisfy any relevant taxable or tax withholding event, as applicable, you agree to make arrangements satisfactory to obligations of the Company and/or the Employer with respect to fulfill all Tax-Related ItemsItems (the “Withholding Taxes”), the Company will withhold through the retention by the Company of Shares. In this regardAccordingly, you authorize the Participant hereby instructs the Company, with no further action by the Participant, to deduct and retain from the number of Shares to which the Participant is entitled from the RSUs then vested or scheduled to vest such number of Shares as is equal to the value of the Withholding Taxes. The fair market value of such surrendered Shares will be based on the closing price of the Common Stock on the respective Vesting Date, provided, however, that if such date is not a trading day, the Company shall use the closing price on the first trading day following such date. Alternatively, or in addition, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items their obligations, if any, with regard to all Withholding Taxes by one or a combination of the following; (i) withholding from Participant’s wages or other cash compensation payable to the Participant by the Company, the Employer, or any affiliate, (ii) requiring the Participant to tender a cash payment to the Company or an affiliate in the amount of the Withholding Taxes and/or (iii) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Board or a Committee. Notwithstanding the foregoing, if the Participant is a Section 16 officer of the Company under the Exchange Act, the Company will withhold Shares from the Shares to be issued upon payment of the RSUs, as described herein, and will not use the other means set forth in this Section 6. (c) The Company may withhold for Withholding Taxes by considering statutory or other withholding rates, including maximum applicable rates in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in Shares) from the Company or the Employer, otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. 10 For employees located in certain countries outside of the United States, specific local tax law and securities law provisions will also be inserted or added as an addendum to the RSU Agreement. (a) The Company’s obligation to deliver Shares to the Participant upon the vesting and settlement of RSUs shall be subject to the satisfaction of all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax related withholding requirements (“Withholding Taxes”). In order to satisfy all Withholding Taxes of the Participant’s RSUs, the Participant agrees to the following: (b) The Participant hereby elects to satisfy all Withholding Taxes obligation that may arise through the retention by the Company of Shares. Accordingly, the Participant hereby instructs the Company, with no further action by the Participant, to deduct and retain from the number of Shares to which the Participant is entitled from the RSUs then vested or scheduled to vest such number of Shares as is equal to the value of the Withholding Taxes. The fair market value of such surrendered Shares will be based on the closing price of the Common Stock on the respective Vesting Date, provided, however, that if such date is not a trading day, the Company shall use the closing price on the first trading day following such date. The Participant agrees that in the event the Company withholds RSUs with a value in excess of the maximum amount of social insurance that can be imposed in any particular year, the Company will refund the excess amount in cash to the Participant. (c) Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this equity award and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this equity award or the transactions contemplated by this Agreement. (d) The Participant represents to the Company that, as of the date hereof, he/she is not aware of any material nonpublic information about the Company or the Common Stock. The Participant and the Company have structured this Agreement to constitute a “binding contract” relating to the retention by the Company of Common Stock pursuant to this Section 6, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Tax Obligations. (a) You acknowledge that, regardless of any action taken by the Company Company, or, if different, your employer the Affiliate of the Company that employs you (the “Employer”), the ultimate liability for all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits taxbenefit, payment on account or other tax-related items related to your participation in resulting from the Plan and legally applicable to you PSUs (“Tax-Related Items”) is and remains your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSUs or the underlying Shares, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsPSUs, the subsequent sale of Shares acquired pursuant to such issuance settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you your acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Tax- Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for or rights with regard to all Tax-Related Items by one or a combination of: (i) withholding from your wages or other cash compensation payable to you by the Company or its Affiliates; (ii) withholding Shares that otherwise would be issued to you when your PSUs are settled; (iii) withholding from proceeds of the following:sale of Shares, through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iv) requiring you to make a payment in cash or by check; (v) reducing the amount of any cash otherwise payable to you with respect to the PSUs (if any); (vi) any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or (vii) and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if you are a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be through a withholding of Shares under (ii) above. (c) Notwithstanding any contrary provision of the Plan or this Award Agreement, if you fail to make satisfactory arrangements for the payment of any withholding tax liability when due, the Company may refuse to issue or deliver the Shares or treat some or all of the PSUs and the Shares underlying the PSUs as forfeited.

Tax Obligations. (a) You acknowledge that, regardless of any action taken by the Company Company, or, if different, your employer the Affiliate of the Company that employs you (the “Employer”), the ultimate liability for all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefits taxbenefit, payment on account or other tax-related items related to your participation in resulting from the Plan and legally applicable to you RSUs (“Tax-Related Items”) is and remains your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs or the underlying Shares, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares acquired pursuant to such issuance settlement and the receipt of any dividends and/or any dividend equivalentsdividends; and (2ii) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you your acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for or rights with regard to all Tax-Related Items by one or a combination of: (i) withholding from your wages or other cash compensation payable to you by the Company or its Affiliates; (ii) withholding Shares that otherwise would be issued to you when your RSUs are settled; (iii) withholding from proceeds of the following:sale of Shares, through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iv) requiring you to make a payment in cash or by check; (v) reducing the amount of any cash otherwise payable to you with respect to the RSUs (if any); (vi) any other method of withholding approved by the Company and to the extent required by applicable laws or the Plan, approved by the Committee; or (vii) and in each case, under such rules as may be established by the Committee and in compliance with the Company’s xxxxxxx xxxxxxx policy; provided, however, that, unless otherwise determined by the Committee, if you are a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be through a withholding of Shares under (ii) above. (c) Notwithstanding any contrary provision of the Plan or this Award Agreement, if you fail to make satisfactory arrangements for the payment of any withholding tax liability when due, the Company may refuse to issue or deliver the Shares or treat some or all of the RSUs and the Shares underlying the RSUs as forfeited.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or and the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSUs, including, but not limited to, the grant, grant or vesting or settlement of the Performance Stock UnitsRSUs, the issuance of Shares (or the cash equivalent) shares of Stock upon settlement of the Performance Stock UnitsRSUs, the subsequent sale of Shares shares of Stock acquired pursuant to such issuance and the receipt of any dividends and/or any or dividend equivalents; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSUs to reduce or eliminate your Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are Grantee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, you acknowledge as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding the obligations for with regard to all Tax-Related Items by one or a combination of the following:: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon vesting/settlement of the RSU Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding the shares of Stock to be issued upon vesting/settlement of the RSU Award. To avoid negative accounting treatment, the Company may withhold or account for TaxRelated Items by considering applicable minimum statutory withholding amounts (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your or the Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued at vesting of the RSU Award. (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer takes with respect to any or all income tax (the “Employer”including federal, state and local taxes), the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insurancecontributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, but not limited toincluding the grant of the PSU Award, the grant, vesting or settlement of the Performance Stock UnitsPSUs, the issuance conversion of Shares (the PSUs into shares of Stock or the receipt of any cash equivalent) upon settlement of the Performance Stock Unitspayments, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the PSUs, the issuance of shares upon vesting of the PSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items from outstanding PSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your PSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the PSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the PSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the PSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. In the event that the Company withholds the Tax-Related Items from the proceeds of the sale of shares of Stock acquired upon settlement of the PSUs, it may do so using maximum applicable withholding rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you, if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless (a) Regardless of any action taken by the Company or, if different, your employer (or the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your arising out of the Participant’s participation in the Plan and legally applicable to you the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains your the Participant’s responsibility and may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Participant further acknowledge acknowledges that the Company and/or the Employer (1a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, including but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Vested Shares (or underlying the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Vested Shares acquired pursuant to such issuance upon vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2b) do not commit to and are under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units RSU Award to reduce or eliminate your the Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, if you are the Participant has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. . (b) Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for the Tax-Related Items by one or a combination of the following:following (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company, the Employer, or any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of the sale of Vested Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization). (c) To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. (d) The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described in this section. The Company may refuse to issue or deliver the Vested Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, or your employer (the “Employer”), the ultimate liability for takes with respect to any or all income taxtax (including federal, state and local taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you withholding (“Tax-Related Items”) ), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsPSU Award, including, but not limited to, the grant, including their grant or vesting or settlement of the Performance Stock UnitsAward, the issuance of Shares (or the cash equivalent) upon settlement conversion of the Performance Stock Units, PSUs into shares; the receipt of any cash payments or the subsequent sale of Shares any shares acquired pursuant to such issuance at vesting and the receipt of any dividends and/or any dividend equivalentsdividends; and (2) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the PSUs, the issuance of shares upon vesting of the PSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to satisfy all withholding obligations of the Company and/or the Employer to fulfill all Tax-Related Itemsyour employer. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items legally payable by you from outstanding PSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your PSU Award. In addition, ifor to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the PSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the PSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the PSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. You shall pay to the Company or to your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you if you fail to comply with your obligations in connection with the Tax-Related Items.

Tax Obligations. You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”)employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if anyyour employer. You further acknowledge that the Company and/or the Employer your employer (1i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsRSU Award, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock UnitsRSU Award, the subsequent sale of Shares any shares of Stock acquired pursuant to such issuance settlement and the receipt of any dividends and/or any or dividend equivalents; and (2ii) do not commit to and are under no obligation to structure the terms of this the Award or any aspect of the Performance Stock Units RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdictionjurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable Tax-Related Items becoming due with respect to the RSUs, the issuance of shares upon vesting of the RSUs or tax withholding event, as applicablethe receipt of any cash payments, you agree shall pay, or make adequate arrangements to make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy any withholding obligations for withhold all applicable Tax-Related Items from outstanding RSUs, from your wages or other cash compensation payable to you by the Company or your employer or from any cash payment received upon the payment of your RSU Award. In addition, if or to the extent any applicable Tax-Related Items payment or withholding obligation has not been satisfied prior to the Award’s payment date (and if permissible under local law), the Company or your employer shall withhold shares of Stock to satisfy the withholding or payment obligation, provided that the Company or your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. To the extent the Tax-Related Items obligation is satisfied by reducing the number of shares of Stock issued upon vesting of the RSUs, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Further, in the event that such share withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, the Tax-Related Items withholding obligation that has not been satisfied prior to the payment of the RSU Award may be satisfied by one or a combination of the following:: (A) withholding from proceeds of the sale of shares of Stock acquired upon payment of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (B) withholding from your wages or other cash compensation payable to you by the Company and/or your employer. In the event that the Company withholds the Tax-Related Items from the proceeds of the sale of shares of Stock acquired upon payment of the RSUs, it may do so using maximum applicable withholding rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares of Stock to you, if you fail to comply with your obligations in connection with the Tax-Related Items. Additionally, you agree that if you do not pay or your employer or the Company does not withhold from you the full amount of income tax that you owe due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSU Award (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, then the amount that should have been withheld shall constitute a loan owed by you to your employer, effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company and/or your employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by your employer, by withholding in shares of Stock issuable upon vesting and settlement of the RSUs or from the cash proceeds from the sale of shares of Stock issued upon vesting or by demanding cash or a cheque from you. Notwithstanding the foregoing, if you are an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an officer or executive director and income tax is not collected from or paid by you within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting any income tax on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or your employer (as appropriate) for the value of any national insurance contributions due on this additional benefit.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your and/or the Grantee’s actual employer (“the “Employer”), if the ultimate liability for Company is not the Grantee’s employer, takes with respect to any or all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related ItemsTax Obligations”) ), the Grantee hereby acknowledges that the ultimate liability for all Tax Obligations is and remains your the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You The Grantee further acknowledge acknowledges that neither the Company and/or nor the Employer (1) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the Performance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do does not commit to and are is under no obligation to structure the terms of this Award the grant or any aspect of the Performance Restricted Stock Units to reduce or eliminate your the Grantee’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. Further, if you are the Grantee has become subject to Tax-Related Items tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, you acknowledge the Grantee hereby acknowledges that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, you agree to the Grantee shall pay or make arrangements satisfactory to the Company and/or the Employer to fulfill satisfy all Tax-Related ItemsTax Obligations. In this regard, you authorize the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items the Tax Obligations by one or a combination of the following:: (i) withholding from proceeds of the sale of shares of Common Stock issued upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Xxxxxxx’s behalf pursuant to this authorization); or (ii) withholding in shares of Common Stock to be issued upon vesting/settlement of the Restricted Stock Units. To avoid negative accounting treatment, the Company may withhold or account for Tax Obligations by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax Obligations is satisfied by withholding in Shares, for tax purposes, the Grantee shall be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax Obligations due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company any amount of Tax Obligations that the Company may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Grantee hereby acknowledges and agrees that the Company may refuse to issue or deliver the Shares, any cash payments receivable at settlement or the proceeds of the sale of Shares, if the Grantee fails to comply with his or her obligations in connection with the Tax Obligations.

Tax Obligations. You acknowledge that, regardless Regardless of any action taken by the Company or, if different, your employer or the subsidiary that employs the Grantee (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to your the Grantee’s participation in the Plan and legally applicable to you the Grantee (“Tax-Related Items”) ), the Grantee Form of WEX Inc. Nonqualified Stock Option Agreement under the WEX Inc. 2019 Equity and Incentive Plan acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains your the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the Company or and/or the Employer, if any. You The Grantee further acknowledge acknowledges that the Company and/or the Employer (1i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock UnitsAward, including, but not limited to, including the grant, vesting or settlement exercise of the Performance Stock UnitsOption, the issuance of Shares (or the cash equivalent) shares of Company Stock upon settlement exercise of the Performance Stock UnitsOption, the subsequent sale of Shares acquired pursuant to such issuance shares of Company Stock, and the receipt of any dividends and/or any or dividend equivalents; and (2ii) do does not commit to and are is under no obligation to structure the terms of this Award the grant or any aspect of the Performance Stock Units Award to reduce or eliminate your the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if you are the Grantee becomes subject to Tax-Related Items tax in more than one jurisdiction, you acknowledge the Grantee acknowledges that the Company and/or the Employer (or former employerEmployer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to the Grantee shall pay or make adequate arrangements satisfactory to the Company and/or to satisfy all withholding obligations of the Employer to fulfill all Tax-Related ItemsCompany. In this regard, you authorize the Grantee authorizes the Company and/or to withhold all applicable Tax-Related Items legally payable by the EmployerGrantee (i) withholding from proceeds of the sale of shares Company Stock acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without further consent); or (ii) withholding shares of Company Stock to be issued upon exercise of the Option, or their respective agents, at their discretion, provided the Company only withholds the amount of Shares necessary to satisfy any no more than the maximum statutory withholding obligations amounts. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by one considering applicable statutory withholding amounts or other applicable withholding rates, including up to the maximum permissible statutory rate for the Grantee’s tax jurisdiction(s) in which case the Grantee will have no entitlement to the equivalent amount in shares of Company Stock and may receive a combination refund of any over-withheld amount in cash in accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock; notwithstanding that a number of the following:shares are held back solely for the purpose of satisfying the withholding obligation for Tax-Related Items. Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of such shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in Paragraph 10.