Common use of Tax Withholding Obligations Clause in Contracts

Tax Withholding Obligations. The following provisions supplement Section 2.5 of the Agreement: The Associate agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting of the RSUs, 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 upon vesting of the RSUs 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 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 the self-assessment regime.

Tax Withholding Obligations. The following provisions supplement Section 2.5 4.3(d) of the Agreement: The Associate Optionee agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate Optionee the full amount of Tax-Related Items that the Associate Optionee owes at vesting exercise of the RSUsOption, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the RSUs Option (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 Optionee to the Employer, effective 90 days after the Taxable Event. The Associate Optionee 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 AssociateOptionee, 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 Optionee by the Employer, by withholding in Shares issued upon vesting exercise of the RSUs Option or from the cash proceeds from the sale of Shares or by demanding cash or a check from the AssociateOptionee. The Associate Optionee also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. The Associate Optionee acknowledges that the Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to in the Section 2.5 4.3(d) of the Agreement, although the Associate Optionee acknowledges that the Associate Optionee ultimately will be responsible for reporting any income tax or National Insurance Contributions (“NICs”) due on this additional benefit directly to HMRC under the self-assessment regime.

Tax Withholding Obligations. The following provisions supplement supplements Section 2.5 3(d) of the Agreement: The Associate agrees that if he or she does not Grantee shall pay to the Company or the Employer any amount of income tax that the Company or the Company does not withhold from Employer may be required to account to HM Revenue and Customs ("HMRC") with respect to the Associate event giving rise to the full amount of Tax-Related Items that the Associate owes at vesting of the RSUs, or the receipt of any other benefit in connection with the RSUs income tax (the “Taxable Event”), ) that cannot be satisfied by the means described in Section 3(d) of the Agreement. If payment or withholding of the income tax due is not made within 90 ninety (90) days after of the end of the U.K. tax year (April 6 - April 5) in which the Taxable Event occurs or such other period specified in section 222(1)(c) of as required under U.K. law (the U.K. Income Tax (Earnings and Pensions) Xxx 0000“Due Date”), then the Grantee agrees that the amount that should have been withheld of any uncollected income tax shall constitute a loan owed by the Associate Grantee to the Employer, effective 90 days after on the Taxable EventDue Date. The Associate Grantee agrees that the loan will bear interest at the official rate of HM Revenue & Customs (“HMRC”) and then-current HMRC Official Rate, it will be immediately due and repayable by the Associaterepayable, 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 upon vesting of the RSUs 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 it at any time thereafter by any of the means referred to in Section 2.5 3(d) of the Agreement. If the Grantee fails to comply with his or her obligations in connection with the income tax as described in this section, although the Associate acknowledges Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934), the Grantee shall not be eligible for a loan from the Company to cover income tax. In the event that the Associate ultimately Grantee is a director or executive officer and income tax is not collected from or paid by the Grantee by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Grantee on which additional income tax and National Insurance Contributions ("NICs") may be payable. The Grantee will be responsible for reporting and paying any income tax or National Insurance Contributions (“NICs”) due on this additional benefit directly to HMRC under the self-assessment regime, and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit which the Company or the Employer may recover from the Grantee any time thereafter by any of the means referred to in Section 3(d) of the Agreement. It is the Company's belief and expectation that executives should own a reasonable amount of Company stock to further align their interests with those of our shareholders. Accordingly, you are expected to adhere to share ownership and share retention requirements in connection with awards under the Plan. The share ownership requirement is stated as a multiple of your base salary and mandates that you own a an amount of shares with a value equal to the applicable multiple of your base salary. The share retention requirement is stated as a percentage of shares acquired under the Plan that must be retained, net of the cost of exercising shares and/or the taxes associated with the shares. You have until four years from first becoming subject to the requirements to satisfy your share ownership requirement. However, if you do not currently satisfy the share ownership requirement, you are subject to the share retention requirement. Your share ownership and retention requirements are set forth below based on the Grantee Level stated on the first page of this Agreement. Your ownership multiple is multiplied by your annual base salary and your share retention requirement is the percent of net shares acquired through the Plan (exercise of stock options or receipt of Shares). Your RSUs count toward satisfying your share ownership requirement beginning at the Grant Date.

Tax Withholding Obligations. The following provisions supplement Section 2.5 of the Agreement: The Associate agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting vesting, or the release or assignment of the RSUsRSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”), within 90 days after of the end of the U.K. tax year in which the Taxable Event occurred, or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and PensionsXxxxxxxx) Xxx 00000000 (the “Due Date”), then the amount that should have been withheld of the uncollected income tax 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 upon at vesting of the RSUs 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 National Insurance Contributions (“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 the 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 Associate is a Director or executive officer and the income tax is not collected from or paid by him or her by the Due Date, the Associate understands that the amount of any uncollected Tax-Related Items will constitute a benefit to him on which additional income tax and NICs (including Employer NICs) will be payable. The Associate understands and agrees that he will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any NICs due on this additional benefit.

Tax Withholding Obligations. The following provisions supplement Section 2.5 of the Agreement: The Associate agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting vesting, or the release or assignment of the RSUsRSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”)RSUs, within 90 days after of the Taxable Event end of the U.K. tax year (April 6- April 5) in which the event giving rise to the income tax liability occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2000 (xxx “Xxx 0000Xxxx”), then the amount that should have been withheld of the uncollected income tax 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 Her Majesty’s 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 upon at vesting of the RSUs 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 National Insurance Contributions (“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 the 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 Associate is a Director or executive officer and the income tax is not collected from or paid by him or her by the Due Date, the Associate understands that the amount of any uncollected Tax-Related Items will constitute a benefit to him on which additional income tax and NICs (including Employer NICs) will be payable. The Associate understands and agrees that he will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any NICs due on this additional benefit.

Tax Withholding Obligations. The following provisions supplement Section 2.5 of the Agreement: The Associate agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting vesting, or the release or assignment of the RSUsPRSUs for consideration, or the receipt of any other benefit in connection with the RSUs PRSUs (the “Taxable Event”), within 90 days after of the end of the U.K. tax year in which the Taxable Event occurred, or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and PensionsXxxxxxxx) Xxx 00000000 (the “Due Date”), then the amount that should have been withheld of the uncollected income tax 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 upon at vesting of the RSUs 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 National Insurance Contributions (“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 the 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 Associate is a Director or executive officer and the income tax is not collected from or paid by him or her by the Due Date, the Associate understands that the amount of any uncollected Tax-Related Items will constitute a benefit to him on which additional income tax and NICs (including Employer NICs) will be payable. The Associate understands and agrees that he will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any NICs due on this additional benefit.

Tax Withholding Obligations. The following provisions supplement supplements Section 2.5 4.3(d) of the Agreement: The Associate Optionee agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate Optionee the full amount of Tax-Related Items that the Associate Optionee owes at vesting exercise of the RSUsOption, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the RSUs Option (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 Optionee to the Employer, effective 90 days after the Taxable Event. The Associate Optionee 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 AssociateOptionee, 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 Optionee by the Employer, by withholding in Shares issued upon vesting of the RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a check cheque from the AssociateOptionee. The Associate Optionee also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. The Associate Optionee acknowledges that the Company or the Employer may recover any such additional income tax and NICs National Insurance Contributions (“NICs”) at any time thereafter by any of the means referred to in the Section 2.5 4.3(d) of the Agreement, although the Associate Optionee acknowledges that the Associate Optionee ultimately will be responsible for reporting any income tax or National Insurance Contributions NICs due on this additional benefit directly to HMRC under the self-assessment regime. Notwithstanding the foregoing, if Optionee is a Director or executive officer of the Company (“within the meaning of Paragraph 13(k) of the Exchange Act), the Optionee will not be eligible for such a loan to cover the unpaid income taxes. In the event that the Optionee is such a Director or executive officer and the income taxes are not collected from or paid by the Optionee by the due date, the amount of any uncollected income taxes will constitute a benefit to the Optionee on which additional income tax and NICs (including Employer NICs”) will be payable. The Optionee will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

Tax Withholding Obligations. The following provisions supplement Section 2.5 4.3 of the Agreement: Prior to the relevant taxable or tax withholding event, as applicable, the Optionee shall pay or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Tax-Related Items by one or a combination of the following (1) withholding from the Optionee’s wages or other cash compensation payable to the Optionee by the Company, the Employer, or any Subsidiary at any time; or (2) withholding from the proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary broker-dealer sale or through a mandatory broker-dealer sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or (3) payment directly from the Optionee by cheque or cleared funds. The Associate Optionee agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate Optionee the full amount of Tax-Related Items that the Associate Optionee owes at vesting exercise of the RSUsOption, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the RSUs Option (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 Optionee to the Employer, effective 90 days after the Taxable Event. The Associate Optionee 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 AssociateOptionee, 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 Optionee by the Employer, by withholding in Shares issued upon vesting exercise of the RSUs Option or from the cash proceeds from the sale of Shares or by demanding cash or a check from the AssociateOptionee. The Associate Optionee also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. The Associate Optionee acknowledges that the Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to in the Section 2.5 4.3(d) of the Agreement, although the Associate Optionee acknowledges that the Associate Optionee ultimately will be responsible for reporting any income tax or National Insurance Contributions (“NICs”) due on this additional benefit directly to HMRC under the self-assessment regime.

Tax Withholding Obligations. The following provisions supplement supplements Section 2.5 3(d) of the Agreement: The Associate agrees that if he or she does not Grantee shall pay to the Company or the Employer any amount of income tax that the Company or the Company does not withhold from Employer may be required to account to HM Revenue and Customs ("HMRC") with respect to the Associate event giving rise to the full amount of Tax-Related Items that the Associate owes at vesting of the RSUs, or the receipt of any other benefit in connection with the RSUs income tax (the “Taxable Event”), ) that cannot be satisfied by the means described in Section 3(d) of the Agreement. If payment or withholding of the income tax due is not made within 90 ninety (90) days after of the end of the U.K. tax year (April 6 - April 5) in which the Taxable Event occurs or such other period specified in section 222(1)(c) of as required under U.K. law (the U.K. Income Tax (Earnings and Pensions) Xxx 0000“Due Date”), then the Grantee agrees that the amount that should have been withheld of any uncollected income tax shall constitute a loan owed by the Associate Grantee to the Employer, effective 90 days after on the Taxable EventDue Date. The Associate Grantee agrees that the loan will bear interest at the official rate of HM Revenue & Customs (“HMRC”) and then-current HMRC Official Rate, it will be immediately due and repayable by the Associaterepayable, 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 upon vesting of the RSUs 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 it at any time thereafter by any of the means referred to in Section 2.5 3(d) of the Agreement. If the Grantee fails to comply with his or her obligations in connection with the income tax as described in this section, although the Associate acknowledges Company may refuse to deliver the Shares acquired under the Plan. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934), the Grantee shall not be eligible for a loan from the Company to cover income tax. In the event that the Associate ultimately Grantee is a director or executive officer and income tax is not collected from or paid by the Grantee by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Grantee on which additional income tax and National Insurance Contributions ("NICs") may be payable. The Grantee will be responsible for reporting and paying any income tax or National Insurance Contributions (“NICs”) due on this additional benefit directly to HMRC under the self-assessment regime, and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit which the Company or the Employer may recover from the Grantee any time thereafter by any of the means referred to in Section 3(d) of the Agreement. It is the Company's belief and expectation that executives should own a reasonable amount of Company stock to further align their interests with those of our shareholders. Accordingly, you are expected to adhere to share ownership and share retention requirements in connection with awards under the Plan. The share ownership requirement is stated as a multiple of your base salary and mandates that you own a an amount of shares with a value equal to the applicable multiple of your base salary. The share retention requirement is stated as a percentage of shares acquired under the Plan that must be retained, net of the cost of exercising shares and/or the taxes associated with the shares. You have until four years from first becoming subject to the requirements to satisfy your share ownership requirement. However, if you do not currently satisfy the share ownership requirement, you are subject to the share retention requirement. Your share ownership and retention requirements are set forth below based on the Grantee Level stated on the first page of this Agreement. Grantee Level Ownership Multiple ofAnnual Base Salary Retention RequirementPercentage Your ownership multiple is multiplied by your annual base salary and your share retention requirement is the percent of net shares acquired through the Plan (exercise of stock options or receipt of Shares). Your RSUs count toward satisfying your share ownership requirement beginning at the Grant Date.

Tax Withholding Obligations. The following provisions supplement Section 2.5 of the Agreement: Prior to the relevant taxable or tax withholding event, as applicable, the Associate shall pay or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Associate authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Tax-Related Items by one or a combination of the following (1) withholding from the Associate’s wages or other cash compensation payable to the Associate by the Company, the Employer, or any Subsidiary at any time; or (2) withholding from the proceeds of the sale of Shares acquired at vesting of the RSUs either through a voluntary broker-dealer sale or through a mandatory broker-dealer sale arranged by the Company (on the Associate’s behalf pursuant to this authorization); or (3) payment directly from the Associate by cheque or cleared funds. The Associate agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting vesting, or the release or assignment of the RSUsRSUs 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 upon at vesting of the RSUs 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 at any time thereafter by any of the means referred to in the 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 the self-assessment regime.

Tax Withholding Obligations. The following provisions supplement replace Section 2.5 2.3 of the Agreement: Section 16 Officers GESDMS/6575832.1 Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Tax-Related Items by one or a combination of the following (1) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company, the Employer, or any Subsidiary at any time; or (2) payment directly from the Participant by cheque or cleared funds. The Associate Participant agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate Participant the full amount of Tax-Related Items that the Associate Participant owes at vesting of the RSUstime the Participant receives an Earned Performance Payment and/or a Cash Payment, or the receipt of any other benefit in connection with the RSUs Cash Awards (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 Axx 0000, then the amount that should have been withheld shall constitute a loan owed by the Associate Participant to the Employer, effective 90 days after the Taxable Event. The Associate Participant 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 AssociateParticipant, 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 upon vesting of the RSUs or from the cash proceeds from the sale of Shares Earned Performance Payment and/or a Cash Payment or by demanding cash or a check cheque from the AssociateParticipant. The Associate also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. The Associate Participant acknowledges that the Company or the Employer may recover any such additional income tax and NICs National Insurance Contributions (“NICs”) at any time thereafter by any of the means referred to in the Section 2.5 2.3 of the Agreement, although the Associate Participant acknowledges that the Associate Participant ultimately will be responsible for reporting any income tax or National Insurance Contributions (“NICs”) NICs due on this additional benefit directly to HMRC under the self-assessment regime.

Tax Withholding Obligations. The following provisions supplement Section 2.5 of the Agreement: The Associate agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate the full amount of Tax-Related Items that the Associate owes at vesting vesting, or the release or assignment of the RSUsRSUs 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 PensionsPxxxxxxx) Xxx 00000000 (the “Due Date”), then the amount that should have been withheld of the uncollected income tax 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 upon at vesting of the RSUs 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 National Insurance Contributions (“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 the 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 Associate is a Director or executive officer and the income tax is not collected from or paid by him or her by the Due Date, the Associate understands that the amount of any uncollected Tax-Related Items will constitute a benefit to him on which additional income tax and NICs (including Employer NICs) will be payable. The Associate understands and agrees that he will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any NICs due on this additional benefit.

Tax Withholding Obligations. The following provisions supplement supplements Section 2.5 4.3(d) of the Agreement: The Associate Optionee agrees that if he or she does not pay or the Employer or the Company does not withhold from the Associate Optionee the full amount of Tax-Related Items that the Associate Optionee owes at vesting exercise of the RSUsOption, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the RSUs Option (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 Optionee to the Employer, effective 90 days after the Taxable Event. The Associate Optionee 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 AssociateOptionee, 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 Optionee by the Employer, by withholding in Shares issued upon vesting of the RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a check cheque from the AssociateOptionee. The Associate Optionee also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full. The Associate Optionee acknowledges that the Company or the Employer may recover any such additional income tax and NICs National Insurance Contributions (“NICs”) at any time thereafter by any of the means referred to in the Section 2.5 4.3(d) of the Agreement, although the Associate Optionee acknowledges that the Associate Optionee ultimately will be responsible for reporting any income tax or National Insurance Contributions NICs due on this additional benefit directly to HMRC under the self-assessment regime. Notwithstanding the foregoing, if Optionee is a Director or executive officer of the Company (“within the meaning of Paragraph 13(k) of the Exchange Act), the Optionee will not be eligible for such a loan to cover the unpaid income taxes. In the event that the Optionee is such a Director or executive officer and the income taxes are not collected from or paid by the Optionee by the Due Date, the amount of any uncollected income taxes will constitute a benefit to the Optionee on which additional income tax and NICs (including Employer NICs”) will be payable. The Optionee will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.