Common use of Tax Obligations Clause in Contracts

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to Xxxxxxx’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxx’s liability for Tax Obligations or achieve any particular tax result. If Xxxxxxx fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax Obligations. Prior to vesting of the Restricted Shares, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. Pursuant to such procedures as the Committee may specify from time to time, the Company shall withhold the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to XxxxxxxGrantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate XxxxxxxGrantee’s liability for Tax Obligations or achieve any particular tax result. If Xxxxxxx Grantee fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax Obligations. Prior to vesting of the Restricted Shares, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. Pursuant to such procedures as the Committee may specify from time to time, the Company shall withhold the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.

Tax Obligations. a. Grantee The Participant acknowledges that, regardless to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. The Participant acknowledges that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option. Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or Participant’s employer, whether it be the Company or a Subsidiary (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits, payment on account or other payment of tax-tax related items related to XxxxxxxParticipant’s participation in the Plan and legally applicable to Grantee, Participant (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Granteethe Participant’s responsibility and may exceed the amount actually withheld by the CompanyCompany or the Employer. Grantee The Participant further acknowledges that the Company and/or the Employer (Aa) makes make no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesOption, including, but not limited to, the grant grant, vesting or vesting exercise of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted SharesOption, the subsequent sale of Restricted Shares shares of Stock acquired pursuant to this Award Agreement such exercise and the receipt of any dividends or other distributions, dividends; and (Bb) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares Option to reduce or eliminate Xxxxxxxthe Participant’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if Participant has become subject to make satisfactory arrangements for tax in more than one jurisdiction between the payment Grant Date and the date of any required Tax Obligations hereunder at the time of the applicable relevant taxable or tax withholding event, Xxxxxxx as applicable, the Participant acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted Sharesrelevant taxable or tax withholding event, Grantee as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax ObligationsTax-Related Items. Pursuant to such procedures as the Committee may specify from time to timeIn this regard, Participant authorizes the Company shall withhold and/or the amount required to be withheld for the payment of Tax Obligations. The CommitteeEmployer, in its sole discretion and pursuant to such procedures as it may specify from time to timeor their respective agents, may permit Grantee at their discretion, to satisfy such Tax Obligations, in whole the obligations with regard to all Tax-Related Items by one or in part (without limitation), if permissible by applicable law, by a combination of the following: (i) paying cash, (ii) electing to have withholding from the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from GranteeParticipant’s wages or other cash compensation paid to Grantee the Participant by the CompanyCompany and/or the Employer; or (ii) withholding from proceeds of the sale of shares of Stock acquired at exercise of the Option 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 in shares of Stock to be issued at exercise of the Option. Depending on the withholding method, (iv) delivering the Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum applicable rates in the Participant’s jurisdiction. If the Tax-Related Items are satisfied by withholding in shares of Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Stock subject to the exercised Option, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, the Participant shall pay to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number the Employer any amount of such Restricted Shares otherwise deliverable to Grantee through such means as Tax-Related Items that the Company or the Employer may determine be required to withhold or account for as a result of Participant’s participation in its sole discretion (whether through a broker or otherwise) equal to the minimum amount Plan that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted cannot be satisfied by the Committee, if such greater amount would not result in adverse financial accounting consequences)means previously described. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the The Company may refuse to issue or deliver the Restricted Shares shares of Stock or the proceeds of the sale of shares of Stock, if such Tax Obligations are not paid at the time they are dueParticipant fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Obligations. a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to XxxxxxxGrantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate XxxxxxxGrantee’s liability for Tax Obligations or achieve any particular tax result. If Xxxxxxx Grantee fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax Obligations. Prior to vesting of the Restricted Shares, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. Pursuant to such procedures as the Committee may specify from time to time, the Company shall withhold the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet met the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax- Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion which case the Grantee may receive a refund of any over- withheld amount in cash and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to will have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal no entitlement to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences)Common Stock equivalent. To the extent determined appropriate by the Company in its discretion, it will have the right (but not If the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.

Tax Obligations. a. Grantee acknowledges thatEach party hereto shall be responsible for complying with its tax obligations under this Trust, regardless in accordance with applicable legislation. Since the Trustor has rights of any action taken by reversion on the CompanyTrust Assets and there is no transfer of the assets and rights allocated to the Trust Assets for tax purposes under the terms of article fourteen, No. five, section a) of the Tax Code of the Federation, the ultimate liability for any tax and/or social insurance liability obligations Trustor shall make all the payments and requirements settlements of taxes in connection with the Restricted Sharesassets and rights contributed to this Trust, including without limitationthe Value Added Tax and the Single Rate Tax on Business. At no time shall the Trustee be responsible for compliance with the tax obligations of the Trustor or the Primary Beneficiaries. Since the purposes of this Trust do not include the conducting of business activities, (i) all federalthe Trustee shall be under no obligation to withhold, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company calculate, or other payment of tax-related items settle any tax or contribution originating from or related to Xxxxxxx’s participation this Agreement or the transactions provided for herein, unless required in accordance with applicable legislation as a consequence of the execution of acts relating to the purposes of the Trust or acts carried out on instructions of the party authorized to issue them in accordance with this Agreement. If applicable, the Trustee shall meet said tax obligations by charging them against the Trust Assets, and if sufficient resources are not available, the Trustor undertakes to increase the Trust Assets with sufficient resources to meet the tax obligations specified in this Clause, and the Trustor and/or the Primary Beneficiaries shall be obligated to reimburse the Trustee for the duly documented expenses it incurs in this respect, depending on the party obligated to pay the respective tax. [stamp:] LIC. G. XXXXXXXX XXXX XXXX UNITED MEXICAN STATES NOTARY’S OFFICE NO. 000 XXXXXXX XXXXXXXX, XXXXXX XXXXXXX XXXXXXXX XXXX XXXX NOTARY 131 OF THE FEDERAL DISTRICT - 61 - 44704 The foregoing is on the understanding that the Trustor and/or the Primary Beneficiaries shall provide the Trustee, not later than fifteen Business Days prior to the deadline for compliance with the respective tax obligation, with all the information and/or documentation necessary for compliance therewith, without liability on the part of the Trustee in the Plan event of failure to turn over the information and/or documentation or if it is false or erroneous. The Trustee shall be responsible for the taxes incurred in connection with the collection of its fees, so the Trustor and legally applicable to Granteethe Primary Beneficiaries shall comply, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shareson their own behalf, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bearacknowledge as their own, with respect to the Restricted Shares (collectivelyportion that corresponds to them under law, with all the “Tax Obligations”)other tax obligations under this Trust. The Trustor and/or the Primary Beneficiaries, is and remains Grantee’s responsibility and may exceed as appropriate in accordance with the amount actually withheld by applicable legal provisions, shall provide the Company. Grantee further acknowledges Trustee, when it so requests, with all the documents that the Company (A) makes no representations are necessary or undertakings regarding the treatment of any Tax Obligations sufficient to demonstrate that their tax obligations in connection with any aspect this Trust have been duly and totally complied with. The transfer of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect Trust Assets to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to Trustee in accordance with this Award Agreement is not and the receipt of any dividends or other distributions, and (B) does shall not commit to and is be considered an assignment under no obligation to structure the terms of the grant or any aspect part five, section a), article 14 of the Award of Restricted Shares to reduce or eliminate Xxxxxxx’s liability for Tax Obligations or achieve any particular tax result. If Xxxxxxx fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time Code of the applicable taxable eventFederation of Mexico, Xxxxxxx acknowledges and agrees that since the Company may refuse Trustor has rights of reversion to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value recover ownership of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) Trust Assets in accordance with the IRS within thirty (30) days from the issue date of the Restricted Sharesthis Agreement. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax Obligations. Prior to vesting of the Restricted Shares, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. Pursuant to such procedures as the Committee may specify from time to time, the Company shall withhold the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, includingincluding the grant, but not limited tovesting or exercise of the Option, the grant or vesting issuance of shares of Company Stock upon exercise of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted SharesOption, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of any relevant taxable or tax withholding event, as applicable, the Restricted Shares, Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) withholding from time 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 Grantee’s behalf pursuant to timethis authorization and without further consent); or (ii) withholding shares of Company Stock to be issued upon exercise of the Option, provided the Company only withholds the amount of Shares necessary to satisfy no more than the maximum statutory withholding amounts. Depending on the withholding method, the Company shall may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including up to the amount required to be withheld maximum permissible statutory rate for the payment Grantee’s tax jurisdiction(s) in which case the Grantee will have no entitlement to the equivalent amount in shares of Tax Obligations. The Committee, Company Stock and may receive a refund of any over-withheld amount in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, cash in whole or in part (without limitation), if permissible by accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, by (i) paying cashfor tax purposes, (ii) electing the Grantee is deemed to have been issued the full number of shares of Company withhold otherwise deliverable Restricted Shares having Stock; notwithstanding that a fair market value equal to number of the minimum amount that is necessary to meet shares are held back solely for the purpose of satisfying the withholding requirement obligation for such Tax Obligations (or such greater amount as Tax-Related Items. Finally, the Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid agrees to Grantee by the Company, (iv) delivering pay to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number the Employer any amount of such Restricted Shares otherwise deliverable to Grantee through such means as Tax-Related Items that the Company or the Employer may determine be required to withhold or account for as a result of the Grantee’s participation in its sole discretion (whether through a broker or otherwise) equal to the minimum amount Plan that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted cannot be satisfied by the Committee, if such greater amount would not result in adverse financial accounting consequences)means previously described. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the The Company may refuse to issue or deliver the Restricted Shares shares of Company Stock or the proceeds of the sale of such shares, if such Tax Obligations are not paid at the time they are dueGrantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax- Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion which case the Grantee may receive a refund of any over- withheld amount in cash and pursuant will have no entitlement to such procedures as it may specify from time to timethe Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, may permit for tax purposes, the Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing is deemed to have been issued the Company withhold otherwise deliverable Restricted Shares having a fair market value equal full number of shares of Common Stock subject to the minimum amount vested Restricted Stock Units, notwithstanding that is necessary to meet a number of shares are held back solely for purposes of paying the withholding requirement for such Tax Obligations (or such greater amount Tax- Related Items due as Grantee may elect if permitted by a result of any aspect of the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to participation in the Plan. Finally, the Grantee by the Company, (iv) delivering shall pay to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number any amount of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees Tax-Related Items that the Company may be required to withhold 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 and deliver shares of Common Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares if such Tax Obligations are not paid at Grantee fails to comply with the time they are dueGrantee’s obligations in connection with the Tax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax- Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant to such procedures as the Committee may specify from time to timeIn this regard, the Grantee authorizes the Company shall to withhold all applicable Tax- Related Items legally payable by the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cashfrom proceeds of the sale of the shares of Common Stock, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether either through a broker voluntary sale or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted through a mandatory sale arranged by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.the

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion which case the Grantee may receive a refund of any over-withheld amount in cash and pursuant will have no entitlement to such procedures as it may specify from time to timethe Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, may permit for tax purposes, the Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing is deemed to have been issued the Company withhold otherwise deliverable Restricted Shares having a fair market value equal full number of shares of Common Stock subject to the minimum amount vested Restricted Stock Units, notwithstanding that is necessary to meet a number of shares are held back solely for purposes of paying the withholding requirement for such Tax Obligations (or such greater amount Tax-Related Items due as Grantee may elect if permitted by a result of any aspect of the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to participation in the Plan. Finally, the Grantee by the Company, (iv) delivering shall pay to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number any amount of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees Tax-Related Items that the Company may be required to withhold 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 and deliver shares of Common Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares if such Tax Obligations are not paid at Grantee fails to comply with the time they are dueGrantee’s obligations in connection with the Tax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion which case the Grantee may receive a refund of any over- withheld amount in cash and pursuant will have no entitlement to such procedures as it may specify from time to timethe Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, may permit for tax purposes, the Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing is deemed to have been issued the Company withhold otherwise deliverable Restricted Shares having a fair market value equal full number of shares of Common Stock subject to the minimum amount vested Performance-Based Restricted Stock Units, notwithstanding that is necessary to meet a number of shares are held back solely for purposes of paying the withholding requirement for such Tax Obligations (or such greater amount Tax-Related Items due as Grantee may elect if permitted by a result of any aspect of the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to participation in the Plan. Finally, the Grantee by the Company, (iv) delivering shall pay to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number any amount of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees Tax-Related Items that the Company may be required to withhold 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 and deliver shares of Common Stock in payment of any earned and vested Performance-Based Restricted Stock Units if the Restricted Shares if such Tax Obligations are not paid at Grantee fails to comply with the time they are dueGrantee’s obligations in connection with the Tax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance- Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion which case the Grantee may receive a refund of any over-withheld amount in cash and pursuant will have no entitlement to such procedures as it may specify from time to timethe Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, may permit for tax purposes, the Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing is deemed to have been issued the Company withhold otherwise deliverable Restricted Shares having a fair market value equal full number of shares of Common Stock subject to the minimum amount vested Performance-Based Restricted Stock Units, notwithstanding that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.’s

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to take any action or structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion which case the Grantee may receive a refund of any over-withheld amount in cash and pursuant will have no entitlement to such procedures as it may specify from time to timethe Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, may permit for tax purposes, the Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing is deemed to have been issued the Company withhold otherwise deliverable Restricted Shares having a fair market value equal full number of shares of Common Stock subject to the minimum amount vested Restricted Stock Units, notwithstanding that is necessary to meet a number of shares are held back solely for purposes of paying the withholding requirement for such Tax Obligations (or such greater amount Tax-Related Items due as Grantee may elect if permitted by a result of any aspect of the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by participation in the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are duePlan.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant to such procedures as the Committee may specify from time to timeIn this regard, the Grantee authorizes the Company shall to withhold all applicable Tax-Related Items legally payable by the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cashfrom proceeds of the sale of the shares of Common Stock, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether either through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.voluntary sale

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant to such procedures as the Committee may specify from time to timeIn this regard, the Grantee authorizes the Company shall to withhold all applicable Tax-Related Items legally payable by the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cashfrom proceeds of the sale of the shares of Common Stock, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether either through a broker voluntary sale or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate through a mandatory sale arranged by the Company in its discretion, it will have (on the right (but not the obligation) Grantee’s behalf pursuant to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.this authorization

Tax Obligations. a. The following provision replaces Section 8 of the Agreement: The Grantee acknowledges that, regardless of any action taken by the CompanyCompany or, if different, the ultimate liability for subsidiary employing or retaining the Grantee (the “Employer”) takes with respect to any tax and/or or all income tax, social insurance liability obligations and requirements in connection with the Restricted Sharesinsurance, including without limitationpayroll tax, (i) all federalfringe benefit tax, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company payment on account or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the ultimate liability for Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount amount, if any, actually withheld by the CompanyCompany or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes make no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesStock Units, including, but not limited to, the grant grant, vesting or vesting settlement of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted SharesStock Units, the subsequent sale of Restricted Shares shares of Stock acquired pursuant to this Award Agreement such settlement and the receipt of any dividends or other distributions, and (Bii) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares Stock Units to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, 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. If Xxxxxxx the Grantee fails to make satisfactory arrangements for the payment of any required Tax Obligations Tax-Related Items hereunder at the time of the applicable taxable event, Xxxxxxx the Grantee acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income shares of Stock or the difference between the purchase price, if any, for the Restricted Shares and the fair market value proceeds of the Restricted Shares as sale of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes shares of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax ObligationsStock. Prior to vesting of the Restricted Sharesrelevant taxable or tax withholding event, as applicable, the Grantee will pay or agrees to make adequate arrangements satisfactory to the Company or the Employer to satisfy all Tax ObligationsTax-Related Items. Pursuant In this regard, the Grantee authorizes the Company and the Employer, or their respective agents, at their discretion, to such procedures as satisfy their withholding obligations with regard to all Tax-Related Items, if any, by withholding from proceeds of the Committee may specify from time sale of shares of Stock acquired at vesting of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization) without further consent. Alternatively, the Company shall withhold and the amount required to be withheld for the payment of Tax Obligations. The CommitteeEmployer, or their respective agents, in its their sole discretion and pursuant to such procedures as it they may specify from time to time, may permit Grantee satisfy their withholding obligations with regard to satisfy such Tax Obligationsall Tax-Related Items, if any, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.by:

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Company Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Company Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have which case the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater receive a refund of any over-withheld amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering and will have no entitlement to the Company already vested Form of WEX Inc. Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and owned Shares having a fair market value equal Incentive Plan Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Company Stock, for tax purposes, the Grantee is deemed to such Tax Obligations, or (v) selling a sufficient have been issued the full number of such Restricted Shares otherwise deliverable to Grantee through such means as the shares of Company may determine in its sole discretion (whether through a broker or otherwise) equal Stock subject to the minimum amount vested Restricted Stock Units, notwithstanding that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the a number of Restricted Shares otherwise deliverable to shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. If Finally, the Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned shall pay to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees any amount of Tax-Related Items that the Company may be required to withhold 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 and deliver shares of Company Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares if such Tax Obligations are not paid at Grantee fails to comply with the time they are dueGrantee’s obligations in connection with the Tax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to take any action or structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant to such procedures as the Committee may specify from time to timeIn this regard, the Grantee authorizes the Company shall to withhold all applicable Tax-Related Items legally payable by the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cashfrom proceeds of the sale of the shares of Common Stock, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether either through a broker voluntary sale or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate through a mandatory sale arranged by the Company in its discretion, it will have (on the right (but not the obligation) Grantee’s behalf pursuant to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.this authorization without further consent);

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Company Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Company Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have which case the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater receive a refund of any over-withheld amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering and will have no entitlement to the Company already vested and owned Shares having a fair market value equal Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Company Stock, for tax purposes, the Grantee is deemed to such Tax Obligations, or (v) selling a sufficient have been issued the full number of such Restricted Shares otherwise deliverable to Grantee through such means as the shares of Company may determine in its sole discretion (whether through a broker or otherwise) equal Stock subject to the minimum amount vested Restricted Stock Units, notwithstanding that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the a number of Restricted Shares otherwise deliverable to shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. If Finally, the Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned shall pay to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees any amount of Tax-Related Items that the Company may be required to withhold 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 and deliver shares of Company Stock in payment of any earned and vested Restricted Stock Units if the Restricted Shares if such Tax Obligations are not paid at Grantee fails to comply with the time they are dueGrantee’s obligations in connection with the Tax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Performance-Based Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Company Stock upon settlement of the Performance-Based Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Company Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Performance-Based Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax-Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Company Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Performance-Based Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The CommitteeTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have which case the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater receive a refund of any over-withheld amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering and will have no entitlement to the Company already vested and owned Shares having a fair market value equal Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Company Stock, for tax purposes, the Grantee is deemed to such Tax Obligations, or (v) selling a sufficient have been issued the full number of such Restricted Shares otherwise deliverable to Grantee through such means as the shares of Company may determine in its sole discretion (whether through a broker or otherwise) equal Stock subject to the minimum amount vested Performance-Based Restricted Stock Units, notwithstanding that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the a number of Restricted Shares otherwise deliverable to shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. If Finally, the Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned shall pay to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees any amount of Tax-Related Items that the Company may be required to withhold 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 and deliver shares of Company Stock in payment of any earned and vested Performance-Based Restricted Stock Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the Restricted Shares WEX Inc. 2019 Equity and Incentive Plan Units if such Tax Obligations are not paid at the time they are dueGrantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Paragraph 10.

Tax Obligations. a. Grantee acknowledges that, regardless Regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the subsidiary that employs the Grantee (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other payment of tax-related items related to Xxxxxxxthe Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax ObligationsTax- Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that such amount may exceed the amount actually withheld by the CompanyCompany and/or the Employer. The Grantee further acknowledges that the Company and/or the Employer (Ai) makes no representations or undertakings regarding the treatment of any Tax Obligations Tax-Related Items in connection with any aspect of the Restricted SharesAward, including, but not limited to, including the grant or vesting of the Restricted SharesStock Units, the filing issuance of an 83(b) election with respect to shares of Common Stock upon settlement of the Restricted SharesStock Units, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement shares of Common Stock, and the receipt of any dividends or other distributions, dividend equivalents; and (Bii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Xxxxxxxthe Grantee’s liability for Tax Obligations Tax-Related Items or achieve any particular tax result. If Xxxxxxx fails Further, if the Grantee becomes subject to make satisfactory arrangements for tax in more than one jurisdiction, the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Grantee acknowledges and agrees that the Company may refuse to issue and/or the Employer (or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes former Employer, as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(bapplicable) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect required to the payment of all Tax Obligationswithhold or account for Tax-Related Items in more than one jurisdiction. Prior to vesting of the Restricted SharesStock Units, the Grantee will shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligationswithholding obligations of the Company. Pursuant In this regard, the Grantee authorizes the Company to such procedures as withhold all applicable Tax- Related Items legally payable by the Committee may specify Grantee (i) from time proceeds of the sale of the shares of Common Stock, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to timethis authorization without further consent); and/or (ii) by the Company retaining a portion of the vested Restricted Stock Units to be settled. Depending on the withholding method, the Company shall may withhold the amount required to be withheld or account for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.Tax-Related

Tax Obligations. a. Grantee Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted SharesShares awarded by to this Award Agreement, including including, without limitation, (ia) all federal, state state, and local taxes (including the GranteeParticipant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to XxxxxxxParticipant’s participation in the Plan and legally applicable to GranteeParticipant, (iib) the GranteeParticipant’s filing of an 83(b) election with respect and, to the Restricted Sharesextent required by the Company, the Company’s fringe benefit tax liability, if any, associated with the grant of Shares or the sale of Restricted Shares, and (iiic) any other Company taxes the responsibility for which the Grantee Participant has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains GranteeParticipant’s responsibility and may exceed the amount actually withheld by the Company. Grantee Participant further acknowledges that the Company (Ai) makes make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted SharesShares awarded by this Award Agreement, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (Bii) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate XxxxxxxParticipant’s liability for Tax Obligations or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Xxxxxxx Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Xxxxxxx Participant acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest awarded by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares. b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax Obligations. Prior to vesting of the Restricted Shares, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. Pursuant to such procedures as the Committee may specify from time to time, the Company shall withhold the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRShereunder, Grantee Participant will permanently forfeit such Restricted the Shares awarded by this Award Agreement and any right to receive Restricted Shares hereunder and such Restricted the Shares will be returned to the Company at no cost to the Company. Xxxxxxx acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.