Common use of Tax Withholding Obligations Clause in Contracts

Tax Withholding Obligations. (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable laws, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. Regardless of any action the Company or the Participant’s employer (athe “Employer”) The Grantee agrees as a condition of this grant takes with respect to make acceptable arrangements to pay any withholding or all income tax (including federal, state and local taxes), social insurance, payroll tax, or other taxes tax-related withholding (“Tax-Related Items”), the Participant acknowledges that may be the ultimate liability for all Tax-Related Items legally due as a result of vesting in Performance Stock Units or by the GranteeParticipant is and remains the Participant’s acquisition of Shares under this grant. In the event responsibility and that the Company determines that and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the mPRSUs, including the grant of the mPRSUs, the vesting of the mPRSUs, or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the mPRSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Prior to the issuance of Shares upon vesting of the mPRSUs (or any other tax or withholding payment event), the Participant shall pay, or make arrangements satisfactory to the Company (in the Company’s sole discretion) to satisfy all withholding obligations. In those cases where a prior arrangement has not been made (or where the amount of money provided under the prior arrangement is required relating insufficient to this grant under applicable lawssatisfy the obligations for Tax-Related Items), the Company shall withhold a number of whole Shares otherwise deliverable at vesting having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated obligations for Tax-Related Items applicable to the mPRSUs; such withholding will have result in the right toissuance to the participant of a lower number of Xxxxxx. The Company and/or the Employer may also, in lieu of or in addition to the foregoing, at the Company’s sole discretion, as authorized herein by the Participant, withhold all applicable Tax-Related Items legally payable by the Participant from the Participant’s wages or other cash compensation or to withhold in one of the following ways, as determined by the Company: (i) require that the Grantee arrange such payments Participant to deposit with the CompanyCompany an amount of cash sufficient to meet his or her obligation for Tax-Related Items, or and/or (ii) cause an immediate forfeiture sell or arrange for the sale of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value be issued on the date vesting of forfeiture equal the mPRSUs to satisfy the withholding or other taxes dueobligation. In addition, If the Participant’s obligation for Tax-Related Items is satisfied as described in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxxii) and regulationsof this section, the Company will endeavor to sell only the number of Shares required to satisfy the Participant’s obligations for Tax-Related Items; however, the Participant agrees that the Company may permit sell more Shares than necessary to cover the Grantee Tax-Related Items and that in such event, the Company will reimburse the Participant for the excess amount withheld, in cash and without interest. The Participant shall pay to pay the withholding or other taxes due Employer any amount of Tax-Related Items that the Employer may be required to withhold as a result of the Participant’s receipt of the mPRSUs, the vesting of the Grantee’s Performance Stock Units mPRSUs that cannot be satisfied by delivery (on a form acceptable the means previously described. The Company may refuse to deliver Shares to the Committee or Company) of an irrevocable direction Participant if the Participant fails to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(sobligation in connection with the Tax-Related Items as described herein. The Participant hereby consents to any action reasonably taken by the Company and/or the Employer to meet his or her obligation for Tax-Related Items. Further, in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises if, in satisfying the Participant’s (and/or the Employer’s) obligation for Tax-Related Items, the Company and/or tax advisor(s) regarding these matters the Employer withholds an amount in excess of the amount legally required to be withheld, the Participant irrevocably releases the Company and the Grantee’s filingEmployer from any such claim that may arise; if, withholding and payment (notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or tax liability) obligationsher entitlement to pursue such claim or damages.

Tax Withholding Obligations. (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Performance Restricted Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable laws, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Restricted Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Restricted Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Restricted Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee following provisions supplement Section 2.5 of the Agreement: The Associate agrees as a condition of this grant to make acceptable arrangements to that if he or she does not pay any withholding or other taxes that may be due as a result of vesting in Performance Stock Units or the Grantee’s acquisition Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”), within 90 days after the Taxable Event or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Xxx 0000, then the amount that should have been withheld shall constitute a loan owed by the Associate to the Employer, effective 90 days after the Taxable Event. The Associate agrees that the loan will bear interest at the official rate of HM Revenue & Customs (“HMRC”) and will be immediately due and repayable by the Associate, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Associate by the Employer, by withholding in Shares issued at vesting or from the cash proceeds from the sale of Shares or by demanding cash or a check from the Associate. The Associate also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. The Associate acknowledges that the Company or the Employer may recover any such additional income tax and NICs (including Employer NICs) at any time thereafter by any of the means referred to in Section 2.5 of the Agreement, although the Associate acknowledges that the Associate ultimately will be responsible for reporting any income tax or National Insurance Contributions (“NICs”) due on this additional benefit directly to HMRC under this grantthe self-assessment regime. Notwithstanding the foregoing, the Associate understands and agrees that if he or she is an officer or Director (as within the meaning of Section 13(k) of the Exchange Act), the Associate will not be eligible for such a loan to cover the income tax. In the event that the Company determines that any Associate is a Director or executive officer and the income tax is not collected from or withholding payment is required relating to this grant under applicable lawspaid by him or her by the Due Date, the Company will have the right to: (i) require Associate understands that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear amount of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by uncollected Tax-Related Items will constitute a benefit to him on which additional income tax and NICs (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional sharesincluding Employer NICs) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local payable. The Associate understands and foreign agrees that he will be responsible for reporting and paying any income tax consequences) with respect and NICs due on this additional benefit directly to HMRC under the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligationsself-assessment regime.

Tax Withholding Obligations. Regardless of any action the Company or the Participant’s employer (athe “Employer”) The Grantee agrees as a condition of this grant takes with respect to make acceptable arrangements to pay any withholding or all income tax (including federal, state and local taxes), social insurance, payroll tax, or other taxes tax-related withholding (“Tax-Related Items”), the Participant acknowledges that may be the ultimate liability for all Tax-Related Items legally due as a result of vesting in Performance Stock Units or by the GranteeParticipant is and remains the Participant’s acquisition of Shares under this grant. In the event responsibility and that the Company determines that and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, or the receipt of an equivalent cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Prior to the issuance of Shares upon vesting of the RSUs (or any other tax or withholding payment event), the Participant shall pay, or make arrangements satisfactory to the Company (in the Company’s sole discretion) to satisfy all withholding obligations. In those cases where a prior arrangement has not been made (or where the amount of money provided under the prior arrangement is required relating insufficient to this grant under applicable lawssatisfy the obligations for Tax-Related Items), the Company shall withhold a number of whole Shares otherwise deliverable at vesting having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated obligations for Tax-Related Items applicable to the RSUs; such withholding will have result in the right toissuance to the participant of a lower number of Xxxxxx. The Company and/or the Employer may also, in lieu of or in addition to the foregoing, at the Company’s sole discretion, as authorized herein by the Participant, withhold all applicable Tax-Related Items legally payable by the Participant from the Participant’s wages or other cash compensation or to withhold in one of the following ways, as determined by the Company: (i) require that the Grantee arrange such payments Participant to deposit with the CompanyCompany an amount of cash sufficient to meet his or her obligation for Tax-Related Items, or and/or (ii) cause an immediate forfeiture sell or arrange for the sale of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value be issued on the date vesting of forfeiture equal the RSUs to satisfy the withholding or other taxes dueobligation. In addition, If the Participant’s obligation for Tax-Related Items is satisfied as described in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxxii) and regulationsof this section, the Company will endeavor to sell only the number of Shares required to satisfy the Participant’s obligations for Tax-Related Items; however, the Participant agrees that the Company may permit sell more Shares than necessary to cover the Grantee Tax-Related Items and that in such event, the Company will reimburse the Participant for the excess amount withheld, in cash and without interest. The Participant shall pay to pay the withholding or other taxes due Employer any amount of Tax-Related Items that the Employer may be required to withhold as a result of the Participant’s receipt of the RSUs or the vesting of the Grantee’s Performance Stock Units RSUs that cannot be satisfied by delivery (on a form acceptable the means previously described. The Company may refuse to deliver Shares to the Committee or Company) of an irrevocable direction Participant if the Participant fails to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(sobligation in connection with the Tax-Related Items as described herein. The Participant hereby consents to any action reasonably taken by the Company and/or the Employer to meet his or her obligation for Tax-Related Items. Further, in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages arises if, in satisfying the Participant’s (and/or the Employer’s) obligation for Tax-Related Items, the Company and/or tax advisor(s) regarding these matters the Employer withholds an amount in excess of the amount legally required to be withheld, the Participant irrevocably releases the Company and the Grantee’s filingEmployer from any such claim that may arise; if, withholding and payment (notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or tax liability) obligationsher entitlement to pursue such claim or damages.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the exercise of the Option, if the Executive's country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon exercise of the Option that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates, in which case the Company shall make a cash payment to the Executive equal to the over-withheld amount, if applicable, as soon as administratively practicable. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Executive's regular salary and/or wages or any other amounts payable to the Executive, or may require the Executive to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive's regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive's estate) upon the exercise of the Option unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Executive with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to Option. If the Company, or (ii) cause an immediate forfeiture obligation for the Executive's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Executive shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon exercise, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting exercise or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds Award. The Executive will pay to the Company in payment or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive's participation in the Plan or other taxes. If the Grantee delivers to the Company Executive's acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon exercise of the Grantee, be made either by (A) physical delivery of Option if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the Grantee’s filingEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of Option, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive's regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the Option and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive's sole responsibility.

Tax Withholding Obligations. (a) The Grantee agrees as a condition Subject to the availability of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result “surplus” within the meaning of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable lawsDGCL, the Company will have shall withhold a number of shares of the right to: Company’s common stock (irounded down) require that otherwise deliverable to the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with having a Fair Market Value on sufficient to satisfy the date statutory minimum of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds Grantee’s estimated total federal, state and local tax obligations associated with the award or vesting of the Restricted Stock; provided, however, the Grantee may elect, by providing the Company with at least two weeks prior notice, to satisfy such tax withholding obligations by depositing with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions or the like under federal, state or local statute, ordinance rule or regulation in connection with the award or vesting of the Restricted Stock. Alternatively, the Company may, in its sole and absolute discretion and to the extent permitted by law, deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. In the event there is no available surplus (as determined in the sole and absolute discretion of the Committee), the Grantee shall be required to satisfy any required tax withholding obligations by making a cash payment to the Company. In the event there is no available surplus and the Grantee does not make a cash payment to the Company in payment to satisfy any required tax withholding obligations within one (1) business day of the withholding or other taxes. If the Grantee delivers to a request by the Company Shares already owned by to do so, the Grantee as payment for any withholding or other tax obligations, (i) only a whole number shares of Shares (and not fractional Shares) may Restricted Stock that otherwise would have vested shall be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in paymentforfeited. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Restricted Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters matters, the making of a Section 83(b) election and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant award, Grantee will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of PSUs or the Grantee’s acquisition issuance of Shares under this grantaward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units PSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units PSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the vesting of the PSU, if the Participant's country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the PSU that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. The Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates, in which case the Company shall make a cash payment to the Participant equal to the over-withheld amount, if applicable, as soon as administratively practicable. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Participant's regular salary and/or wages or any other amounts payable to the Participant, or may require the Participant to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Participant's regular salary and/or wages or other amounts payable to the Participant, no Shares will be issued to the Participant (or the Participant's estate) upon vesting of the PSU unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Participant with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to PSUs. If the Company, or (ii) cause an immediate forfeiture obligation for the Participant's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Participant shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon vesting, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable PSU. The Participant will pay to the Committee Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant's participation in the 2022 Plan or the Participant's acquisition of Shares that cannot be satisfied by the means described in this Article IV. The Company may refuse to deliver any Shares due upon vesting of the PSU if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company) , the Employer or one or more of an irrevocable direction their respective Subsidiaries may be required to a licensed securities broker selected withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to sell Shares and to deliver all or part meet the Participant's obligation for Tax-Related Items. By accepting this grant of the sales proceeds PSU, the Participant expressly consents to the Company withholding of Shares and/or withholding from the Participant's regular salary and/or wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the PSU and any Shares delivered in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) thereof are the Participant's sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligationsresponsibility.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant award, Grantee will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of RSUs or the Grantee’s acquisition issuance of Shares under this grantaward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units RSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units RSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the vesting of the PRSU, if the Executive's country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the PRSU that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates, in which case the Company shall make a cash payment to the Executive equal to the over-withheld amount, if applicable, as soon as administratively practicable. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Executive's regular salary and/or wages or any other amounts payable to the Executive, or may require the Executive to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive's regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive's estate) upon vesting of the PRSU unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Executive with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to PRSUs. If the Company, or (ii) cause an immediate forfeiture obligation for the Executive's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Executive shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon vesting, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds PRSU. The Executive will pay to the Company in payment or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive's participation in the Plan or other taxes. If the Grantee delivers to the Company Executive's acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon vesting of the Grantee, be made either by (A) physical delivery of PRSU if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the Grantee’s filingEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of the PRSU, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive's regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the PRSU and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive's sole responsibility.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the vesting of the RSUs, if the Executive's country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Executive's regular salary and/or wages or any other amounts payable to the Executive, or may require the Executive to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive's regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive's estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Executive with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to RSUs. If the Company, or (ii) cause an immediate forfeiture obligation for the Executive's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Executive shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon vesting, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds RSU. The Executive will pay to the Company in payment or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive's participation in the Plan or other taxes. If the Grantee delivers to the Company Executive's acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon vesting of the Grantee, be made either by (A) physical delivery of RSUs if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the Grantee’s filingEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of RSUs, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive's regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive's sole responsibility.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the vesting of the RSUs, if the Participant's country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. The Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Participant's regular salary and/or wages or any other amounts payable to the Participant, or may require the Participant to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Participant's regular salary and/or wages or other amounts payable to the Participant, no Shares will be issued to the Participant (or the Participant's estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Participant with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to RSUs. If the Company, or (ii) cause an immediate forfeiture obligation for the Participant's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Participant shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon vesting, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable RSU. The Participant will pay to the Committee Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant's participation in the 2022 Plan or the Participant's acquisition of Shares that cannot be satisfied by the means described in this Article IV. The Company may refuse to deliver any Shares due upon vesting of the RSUs if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company) , the Employer or one or more of an irrevocable direction their respective Subsidiaries may be required to a licensed securities broker selected withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to sell Shares and to deliver all or part meet the Participant's obligation for Tax-Related Items. By accepting this grant of RSUs, the sales proceeds Participant expressly consents to the Company withholding of Shares and/or withholding from the Participant's regular salary and/or wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) thereof are the Participant's sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligationsresponsibility.

Tax Withholding Obligations. (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Performance Restricted Stock Units or the Grantee’s acquisition of Shares common stock under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable laws, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares shares of common stock subject to the Performance Restricted Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture in an amount equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Restricted Stock Units by delivery (on a form acceptable to the Committee or CompanyBoard) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares shares of common stock and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares shares of common stock already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares share(s) of common stock (and not fractional Sharesshares of common stock) may be delivered and delivered, (ii) Shares the Grantee must present evidence acceptable to the Company that the Grantee has owned any such shares of common stock delivered (and that such delivered shares of common stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and (iii) common stock must be delivered to the Company free and clear of any liens of any kindCompany. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares shares of common stock tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares shares of common stock from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Restricted Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of RSUs or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units RSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units RSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units RSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant award, Grantee will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of RSUs or the Grantee’s acquisition issuance of Shares under this grantaward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units RSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units RSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant award, Grantee will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of MSUs or the Grantee’s acquisition issuance of Shares under this grantaward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units MSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units MSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the vesting of the RSUs, if the Executive's country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates, in which case the Company shall make a cash payment to the Executive equal to the over-withheld amount, if applicable, as soon as administratively practicable. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Executive's regular salary and/or wages or any other amounts payable to the Executive, or may require the Executive to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive's regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive's estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Executive with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to RSUs. If the Company, or (ii) cause an immediate forfeiture obligation for the Executive's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Executive shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon vesting, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds RSU. The Executive will pay to the Company in payment or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive's participation in the Plan or other taxes. If the Grantee delivers to the Company Executive's acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon vesting of the Grantee, be made either by (A) physical delivery of RSUs if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the Grantee’s filingEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of RSUs, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive's regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive's sole responsibility.

Tax Withholding Obligations. Prior to the delivery of Shares (aor cash) The Grantee agrees as upon the vesting of the PSU, if the Executive’s country of residence (and country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the PSU that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares or the cash equivalent. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates, in which case the Company shall make a cash payment to the Executive equal to the over-withheld amount, if applicable, as soon as administratively practicable. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that the Company determines that any tax or withholding payment of Shares is required relating to this grant prohibited under applicable lawsLaw or otherwise may trigger adverse consequences to the Company or the Employer, the Company and the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from the Executive’s regular salary and/or wages or any other amounts payable to the Executive, or may require the Executive to personally make payment of the Tax-Related Items required to be withheld. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive’s regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive’s estate) upon vesting of the PSU unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Executive with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to PSUs. If the Company, or (ii) cause an immediate forfeiture obligation for the Executive’s Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Executive shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon vesting, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds PSU. The Executive will pay to the Company in payment or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive’s participation in the Plan or other taxes. If the Grantee delivers to the Company Executive’s acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon vesting of the Grantee, be made either by (A) physical delivery of PSU if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the GranteeEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of the PSU, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive’s filing, withholding regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the PSU and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive’s sole responsibility.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance of Stock Units or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (ia) require that the Grantee Participant arrange such payments to the Company, or (iib) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (ic) only a whole number of Shares (and not fractional Shares) may be delivered and (iid) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (Ae) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (Bf) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. Prior to the delivery of Shares upon the vesting of the Award, if the Executive’s country of residence (aand country of employment, if different) The Grantee agrees as requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon the vesting of the Award that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Shares. In cases where the Fair Market Value of the number of whole Shares withheld is greater than the minimum Tax-Related Items required to be withheld, the Company shall make a cash payment to the Executive equal to the difference as soon as administratively practicable. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items. Alternatively, the Company and the Employer may withhold the minimum Tax-Related Items required to be withheld with respect to the Shares in cash from the Executive’s regular salary and/or wages or any withholding or other taxes that may be due as a result of vesting in Performance Stock Units or amounts payable to the Grantee’s acquisition of Shares under this grantExecutive. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive’s regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive’s estate) upon vesting of the Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Executive with respect to the payment of any Tax-Related Items that the Company determines that any tax or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Performance Shares. If the obligation for the Executive’s Tax-Related Items is satisfied by withholding payment is required relating to this grant under applicable lawsa number of Shares as described herein, the Company will Executive shall be deemed to have been issued the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture full number of Shares subject to issuable upon vesting, notwithstanding that a number of the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on Shares is held back solely for the date purpose of forfeiture equal to paying the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes Tax-Related Items due as a result of the vesting or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds Award. The Executive will pay to the Company in payment or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive’s participation in the Plan or other taxes. If the Grantee delivers to the Company Executive’s acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon vesting of the Grantee, be made either by (A) physical delivery of Award if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the GranteeEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of the Award, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive’s filing, withholding regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the Award and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive’s sole responsibility.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of RSUs or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units RSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units RSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units RSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes taxes, if any, that may be due as a result of vesting in Performance Stock Units the payment of dividends or the Grantee’s acquisition vesting of Shares common stock acquired under this grant. In the event that the Company determines that any tax or withholding payment is required relating to the payment of dividends or the vesting of shares arising from this grant under applicable laws, the Company will have the right to: (i) to require that such payments from the Grantee, or withhold such amounts from other payments due to the Grantee arrange such payments from the Company. Subject to the availability of “surplus” within the meaning of the DGCL and the prior approval of the Company, which may be withheld by the Company, in its sole discretion, the Grantee may elect to satisfy any withholding or (ii) cause an immediate forfeiture other tax obligation, in whole or in part, by causing the Company to withhold shares of Shares subject common stock otherwise issuable to the Performance Stock Units granted pursuant Grantee or by delivering to this Agreement with a the Company shares of common stock already owned by the Grantee. The shares of common stock so delivered or withheld must have an aggregate Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In additiontax obligation and may not be subject to any repurchase, in the Company’s sole discretion and consistent with the Company’s rules (includingforfeiture, but not limited tounfulfilled vesting, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxessimilar requirements. If the Grantee delivers to the Company Shares shares of common stock already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares share(s) of common stock (and not fractional Sharesshares of common stock) may be delivered and delivered, (ii) Shares the Grantee must present evidence acceptable to the Company that the Grantee has owned any such shares of common stock delivered (and that such delivered shares of common stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and (iii) common stock must be delivered to the Company free and clear of any liens of any kindCompany. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares shares of common stock tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares shares of common stock from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Restricted Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters matters, the making of a Section 83(b) election and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. Prior to the delivery of Shares upon the exercise of the Option, if the Executive's country of residence (aand country of employment, if different) The Grantee agrees as requires withholding of Tax-Related Items, the Company shall withhold a condition sufficient number of this grant to make acceptable arrangements whole Shares otherwise issuable upon exercise of the Option that have an aggregate Fair Market Value sufficient to pay any the Tax-Related Items required to be withheld with respect to the Shares. Depending on the withholding method specified in the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other taxes that may applicable withholding rates, including maximum applicable rates, in which case the Company shall make a cash payment to the Executive equal to the over-withheld amount as soon as administratively practicable. The cash equivalent of the Shares withheld will be due as a result of vesting in Performance Stock Units or used to settle the Grantee’s acquisition of Shares under this grantobligation to withhold the Tax-Related Items. In the event that withholding in Shares is prohibited under applicable Law or otherwise may trigger adverse consequences to the Company determines that any tax or withholding payment is required relating to this grant under applicable lawsthe Employer, the Company and the Employer may withhold the Tax- Related Items required to be withheld with respect to the Shares in cash from the Executive's regular salary and/or wages or any other amounts payable to the Executive. In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the withholding of cash from the Executive's regular salary and/or wages or other amounts payable to the Executive, no Shares will be issued to the Executive (or the Executive's estate) upon the exercise of the Option unless and until satisfactory arrangements (as determined by the Committee) have been made by the right to: (i) require Executive with respect to the payment of any Tax-Related Items that the Grantee arrange Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such payments to Option. If the Company, or (ii) cause an immediate forfeiture obligation for the Executive's Tax-Related Items is satisfied by withholding a number of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulationsas described herein, the Company may permit Executive shall be deemed to have been issued the Grantee to pay full number of Shares issuable upon exercise, notwithstanding that a number of the withholding or other taxes Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting exercise or any other aspect of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds Award. The Executive will pay to the Company in payment or the Employer any amount of Tax- Related Items that the Company or the Employer may be required to withhold as a result of the withholding Executive's participation in the Plan or other taxes. If the Grantee delivers to the Company Executive's acquisition of Shares already owned that cannot be satisfied by the Grantee as payment for means described in this Article IV. The Company may refuse to deliver any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election due upon exercise of the Grantee, be made either by (A) physical delivery of Option if the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable Executive fails to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult comply with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters obligations in connection with the Tax-Related Items as described herein. If the Executive is subject to taxation in more than one jurisdiction, the Executive acknowledges that the Company, the Employer or one or more of their respective Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Executive hereby consents to any action reasonably taken by the Company and the Grantee’s filingEmployer to meet his or her obligation for Tax-Related Items. By accepting this grant of Option, the Executive expressly consents to the withholding of Shares and/or withholding from the Executive's regular salary and/or wages or other amounts payable to the Executive as provided for hereunder. All other Tax-Related Items related to the Option and any Shares delivered in payment (or tax liability) obligationsthereof are the Executive's sole responsibility.

Tax Withholding Obligations. (a) The Grantee agrees as On or before the time you receive a condition distribution of any shares of Common Stock in respect of this grant to make acceptable arrangements to pay Award, and at any withholding or other taxes that may be due time as a result of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable laws, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected reasonably requested by the Company in accordance with applicable tax laws, you agree to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment make adequate provision for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered sums required to satisfy the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequenceswithholding obligations of the Company or any Affiliate that arise in connection with this Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to this Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with respect a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Common Stock to be issued in connection with this Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Performance Company and/or its Affiliates; or (iv) withholding shares of Common Stock Units from the shares of Common Stock issued or otherwise issuable to you in connection with this Award with a Fair Market Value (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility measured as of the Grantee. The Grantee shall consult with his or her own personal accountant(sdate the shares of Common Stock are issued to you) and/or not in excess of the maximum amount of tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment that may be required to be withheld by law (or tax liabilitysuch other amount as may be permitted while still avoiding classification of this Award as a liability for financial accounting purposes). (b) obligationsUnless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to issue to you any Common Stock. (c) In the event the Company’s obligation to withhold arises prior to the issuance to you of Common Stock or it is determined after the issuance of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

Tax Withholding Obligations. (a) The Grantee agrees as a condition Subject to the availability of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result “surplus” within the meaning of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any tax or withholding payment is required relating to this grant under applicable lawsDGCL, the Company will have shall withhold a number of shares of the right to: Company’s common stock (irounded down) require that otherwise deliverable to the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with having a Fair Market Value on sufficient to satisfy the date statutory minimum of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds Grantee’s estimated total federal, state and local tax obligations associated with the award or vesting of the Restricted Stock; provided, however, the Grantee may elect, by providing the Company with at least two weeks prior notice, to satisfy such tax withholding obligations by depositing with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions or the like under federal, state or local statute, ordinance rule or regulation in connection with the award or vesting of the Restricted Stock. Alternatively, the Company may, in its sole and absolute discretion and to the extent permitted by law, deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. In the event there is no available surplus (as determined in the sole and absolute discretion of the Committee), the Company shall provide Grantee with at least two weeks prior notice of such fact, and the Grantee shall be required to satisfy any required tax withholding obligations by making a cash payment to the Company. In the event there is no available surplus, the Company provides the required notice, and the Grantee does not make a cash payment to the Company in payment to satisfy any required tax withholding obligations within one (1) business day of the withholding or other taxes. If the Grantee delivers to a request by the Company Shares already owned by to do so, the Grantee as payment for any withholding or other tax obligations, (i) only a whole number shares of Shares (and not fractional Shares) may Restricted Stock that otherwise would have vested shall be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in paymentforfeited. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Restricted Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters matters, the making of a Section 83(b) election and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. To meet the obligations of the Company with respect to withholding of any and all income tax (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding including federal, state, local or other taxes that may be due as a result of vesting in Performance Stock Units or the Grantee’s acquisition of Shares under this grant. In the event that the Company determines that any taxes), social security contributions, payroll tax or other tax-related withholding payment is required relating to this grant under applicable laws(“Tax-Related Items”) in connection with any aspect of the RSUs, the Company will have the right to: (i) require that the Grantee arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance grant, vesting, the subsequent sale of any Shares acquired at vesting or the receipt of any dividends or Dividend Equivalents, the Participant may cause the Company to withhold a number of whole Shares otherwise deliverable to Participant having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the estimated total obligation for Tax-Related Items associated with any aspect of the RSUs. The Participant may also, in lieu of or in addition to the foregoing, at his sole discretion: (i) deposit with the Company’s Policy on Inside Information and Xxxxxxx XxxxxxxCompany an amount of cash sufficient to meet the obligation for Tax-Related Items; (ii) and regulations, sell or arrange for the Company may permit the Grantee sale of Shares to pay the withholding or other taxes due as a result of be issued following the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable RSUs to satisfy the Committee or Company) of an irrevocable direction to a licensed securities broker selected by obligation for Tax-Related Items, provided that the Company will endeavor to sell Shares and to deliver all or part of only the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares required to satisfy the obligation for Tax-Related Items; however, the Participant agrees that the Company may sell more Shares than necessary to cover the Tax-Related Items; and/or (and not fractional Sharesiii) may be delivered and (ii) Shares must be delivered tender, or attest to the Company free and clear ownership of, previously owned shares of any liens of any kind. Delivery Common Stock with a Fair Market Value equal to the estimated total obligation for this purpose mayTax-Related Items, at provided however that the election of the Grantee, obligation for Tax-Related Items may not be made either satisfied by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable tender to the Company, or (B) direction attestation to the Grantee’s broker ownership, of shares of Common Stock to transfer, by book entry, the extent such Shares from tender or attestation would constitute a brokerage account violation of the Grantee to a brokerage account specified provisions of any law, regulation or agreement restricting the redemption of the Company’s Common Stock. Further, if required by the Company. If , the obligation for Tax-Related Items may not be satisfied by tender to the Company of shares of Common Stock unless such Shares are withheld from either have been owned by the Grantee to pay any withholding Participant for more than six (6) months or such other tax obligationsperiod, only a whole number of Shares if any, required by the Company (and not fractional sharesused for another RSU vesting by attestation during such period) will be withheld in payment. (b) Tax consequences on or were not acquired, directly or indirectly, from the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility Company. The Company shall not deliver any of the GranteeShares until and unless the Participant has made proper provision for all required Tax-Related Items. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and Participant hereby consents to any action reasonably taken by the Grantee’s filing, withholding and payment (or tax liability) obligationsCompany to meet the obligation for Tax-Related Items.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of MSUs or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units MSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units MSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units MSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of PSUs or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units PSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units PSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units PSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of MSUs or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units MSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Ixxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units MSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units MSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance of Stock Units or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as a condition of this grant to make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Performance Stock Units the payment of dividends or the Grantee’s acquisition vesting of Shares common stock acquired under this grant. In the event that the Company determines that any tax or withholding payment is required relating to the payment of dividends or the vesting of shares arising from this grant under applicable laws, the Company will have the right to: (i) to require that such payments from the Grantee, or withhold such amounts from other payments due to the Grantee arrange such payments from the Company. Subject to the availability of “surplus” within the meaning of the DGCL and the prior approval of the Company, which may be withheld by the Company, in its sole discretion, the Grantee may elect to satisfy any withholding or (ii) cause an immediate forfeiture other tax obligation, in whole or in part, by causing the Company to withhold shares of Shares subject common stock otherwise issuable to the Performance Stock Units granted pursuant Grantee or by delivering to this Agreement with a the Company shares of common stock already owned by the Grantee. The shares of common stock so delivered or withheld must have an aggregate Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In additiontax obligation and may not be subject to any repurchase, in the Company’s sole discretion and consistent with the Company’s rules (includingforfeiture, but not limited tounfulfilled vesting, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Stock Units by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxessimilar requirements. If the Grantee delivers to the Company Shares shares of common stock already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares share(s) of common stock (and not fractional Sharesshares of common stock) may be delivered and delivered, (ii) Shares the Grantee must present evidence acceptable to the Company that the Grantee has owned any such shares of common stock delivered (and that such delivered shares of common stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and (iii) common stock must be delivered to the Company free and clear of any liens of any kindCompany. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares shares of common stock tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares shares of common stock from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Restricted Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters matters, the making of a Section 83(b) election and the Grantee’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. (a) The Grantee agrees as As a condition of this grant Award, Participant will pay, or otherwise provide for, to make acceptable arrangements to pay the satisfaction of the Company, any applicable federal, state, local or foreign withholding or other taxes that may be due as a result of the vesting in Performance Stock Units of PSUs or the Grantee’s acquisition issuance of Shares under this grantAward. In the event that the Company determines that any tax payment of withholding or withholding payment other taxes is required relating to this grant under applicable lawsrequired, the Company will have the right to: (i) require that the Grantee Participant arrange such payments to the Company, or (ii) cause an immediate forfeiture of Shares subject to the Performance Stock Units PSUs granted pursuant to this Agreement the Award Documentation with a Fair Market Value on the date of forfeiture equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee Participant to pay the withholding or other taxes due as a result of the vesting of the GranteeParticipant’s Performance Stock Units PSUs by delivery (on a form acceptable to the Committee or Company) of an irrevocable direction to a licensed securities broker selected by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee Participant delivers to the Company Shares already owned by the Grantee Participant as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the GranteeParticipant, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the GranteeParticipant’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee Participant to a brokerage account specified by the Company. If Shares are withheld from the Grantee Participant to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax . The tax consequences on the Grantee to Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units PSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the GranteeParticipant. The Grantee Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the GranteeParticipant’s filing, withholding and payment (or tax liability) obligations.

Tax Withholding Obligations. To meet the obligations of the Company and/or the Participant’s actual employer (athe “Employer”) The Grantee agrees as a condition of this grant relating to make acceptable arrangements the Participant with respect to pay any withholding and all income tax, (including federal, state and local taxes), social insurance contributions, payroll tax, payment on account or other taxes that may be due as a result tax-related withholding (“Tax-Related Items”) under any applicable domestic or foreign federal, state or local statute, ordinance, rule, or regulation in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting in Performance of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares or the Grantee’s acquisition receipt of Shares under this grant. In an equivalent cash payment, the event subsequent sale of any shares acquired at vesting and the receipt of any dividends, the Committee shall require that the Company determines that and/or the Employer withhold a number of whole shares of Company Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated total obligation for Tax-Related Items associated with any tax aspect of the Restricted Stock Units. The Company and/or the Employer may also in lieu of or withholding payment is required relating in addition to this grant under applicable lawsthe foregoing, the Company will have the right to: at its sole discretion, (i) require that the Grantee arrange such payments Participant to deposit with the CompanyCompany or the Employer an amount of cash sufficient to meet his or her obligation for Tax-Related Items , or (ii) cause an immediate forfeiture of Shares subject to withhold the Performance Stock Units granted pursuant to this Agreement with a Fair Market Value on required amounts from the Participant’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, and/or (iii) sell or arrange for the sale of forfeiture equal shares to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules (including, but not limited to, compliance with the Company’s Policy be issued on Inside Information and Xxxxxxx Xxxxxxx) and regulations, the Company may permit the Grantee to pay the withholding or other taxes due as a result of the vesting of the Grantee’s Performance Restricted Stock Units by delivery to satisfy the Participant’s and the Company’s or the Employer’s obligation for Tax-Related Items. If the Participant’s and/or the Company’s or the Employer’s obligation for Tax-Related Items is satisfied as described in (on a form acceptable to the Committee or Companyiii) of an irrevocable direction this section, the Company and/or the Employer will endeavor to a licensed securities broker selected sell only the number of shares required to satisfy the Participant’s and the Company’s or the Employer’s obligation for Tax-Related Items; however, the Participant agrees that the Company and/or the Employer may sell more shares than necessary to cover the Tax-Related Items. The Company shall not deliver any of the shares of Company Stock until and unless the Participant has made the deposit required herein or proper provision for required withholding has been made. The Participant hereby consents to any action reasonably taken by the Company or the Employer to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the withholding or other taxes. If the Grantee delivers to the Company Shares already owned by the Grantee as payment for any withholding or other tax obligations, (i) only a whole number of Shares (and not fractional Shares) may be delivered and (ii) Shares must be delivered to the Company free and clear of any liens of any kind. Delivery for this purpose may, at the election of the Grantee, be made either by (A) physical delivery of the certificate(s) for all such Shares tendered in payment of the withholding or other tax obligations, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the Grantee’s broker to transfer, by book entry, such Shares from a brokerage account of the Grantee to a brokerage account specified by the Company. If Shares are withheld from the Grantee to pay any withholding or other tax obligations, only a whole number of Shares (and not fractional shares) will be withheld in payment. (b) Tax consequences on the Grantee (including without limitation federal, state, local and foreign income tax consequences) with respect to the Performance Stock Units (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The Grantee shall consult with meet his or her own personal accountant(s) and/or tax advisor(s) regarding these matters and the Grantee’s filing, withholding and payment (or tax liability) obligationsobligation for Tax-Related Items.