Common use of Tax Withholding Clause in Contracts

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Option exercise, Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When The Company may make such provisions and take such steps as it deems necessary or appropriate for the Option withholding of any taxes that the Company is exercisedrequired by law or regulation of any governmental authority, whether Federal, state, or local, to withhold in connection with the Performance Units or Shares subject to this Agreement. The Participant generally will recognize immediate U.S. taxable income if shall elect, prior to any tax withholding event related to this Award and at a time when the Participant is not aware of any material nonpublic information about the Company and the Participant would be permitted to engage in a U.S. taxpayer. If Participant is a non-U.S. taxpayertransaction in the Company’s securities under the Company’s Securities Trading Policy, whether the Participant will be subject to applicable satisfy all or part of such tax withholding requirement by paying the taxes in his cash or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount statutory withholding that is necessary may be imposed on the transaction (based on minimum statutory withholding rates for Federal, state, and local tax purposes, as applicable, that are applicable to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted transaction). The Participant’s election shall be irrevocable, made in writing, signed by the AdministratorParticipant, if such greater amount would not result and shall be subject to any restrictions or limitations that the Committee, in adverse financial accounting consequences)its sole discretion, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid deems appropriate. If Participant fails to Participant by make an election, the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned will withhold Shares having a fair market value equal to such Tax Obligationsthe minimum statutory withholding that may be imposed on the transaction, or (v) selling a sufficient number as provided above. For purposes of such Shares otherwise deliverable tax withholding pursuant to Participant through such means as this Section 2.10, unless applicable laws and regulations dictate otherwise, the Company may shall determine in its sole discretion (whether through fair market value based on the closing price of a broker Share as reported on the New York Stock Exchange or otherwise) equal to other applicable public market on the minimum amount that is necessary to meet business day immediately preceding the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisePSU Payment Date.

Tax Withholding. When the Option is exercisedvested Restricted Stock Units are settled, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures and subject to such restrictions as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the an amount required to be withheld for the payment of Tax Obligations, determined by using up to the maximum federal, state and, if applicable, local marginal tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i1) paying cash, (ii2) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iii3) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service RecipientEmployer, (iv4) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (v5) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company Company, in its discretion, it will have the right (but not the obligation) to satisfy satisfy, any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant acknowledges and agrees that if Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of the Option exerciseapplicable taxable event, Participant acknowledges will permanently forfeit such Restricted Stock Units and agrees that any right to settlement thereof and the Restricted Stock Units will be cancelled with no consideration to the Participant. Without limitation on any of the foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder, Company has the right, at Company’s sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may refuse determine in its sole discretion (whether through a broker or otherwise) equal to honor the exercise and refuse amount of the Tax Obligations, or to deliver withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the Shares if amount of such amounts are not delivered at the time of exerciseTax Obligations.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Performance Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations, whether arising at the time of vesting, delivery of Shares, or whenever otherwise due. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service Recipient, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Performance Units otherwise are scheduled to vest, Participant will permanently forfeit such Performance Units and any right to receive Shares thereunder and the Option exercise, Performance Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Option exercise, Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i1) paying cash, (ii2) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iii3) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service RecipientEmployer, (iv4) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (v5) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time they are due. Without limitation on any of exercisethe foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Company has the right, at Company’s sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations, or to withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Obligations.

Tax Withholding. When The Company shall reasonably determine the Option is exercisedamount of any federal, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayerstate, Participant will be subject to applicable local or other income, employment, or other taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, which the Company and/or Service Recipient shall or any Affiliated Company may reasonably be obligated to withhold with respect to the amount required grant, vesting, or other event with respect to be withheld for the payment of Tax ObligationsRestricted Stock Units. The AdministratorCompany may, in its sole discretion and pursuant to such procedures as it may specify from time to timediscretion, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of shares of Common Stock in connection with the vesting of the Restricted Stock Units at the Fair Market Value (as defined in the Plan) of the Common Stock (determined as of the date of measurement of the amount of income subject to such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligationwithholding) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date amount of any relevant taxable or such withholding obligations that arise with respect to the vesting of such Restricted Stock Units. The Company may take such action(s) without notice to the Grantee and shall remit to the Grantee the balance of any proceeds from withholding such shares in excess of the amount reasonably determined to be necessary to satisfy such withholding obligations. The Grantee shall have no discretion as to the satisfaction of tax withholding eventobligations in such manner. If, as applicablehowever, Participant acknowledges and agrees that any withholding event occurs with respect to the Restricted Stock Units other than upon the vesting of such Restricted Stock Units, or if the Company for any reason does not satisfy the withholding obligations with respect to the vesting of the Restricted Stock Units as provided above in this Section 6(b), the Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for Grantee the payment amount of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisewithholding obligations.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service RecipientEmployer, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When (a) The Members acknowledge that distributions made by the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will Company may be subject to U.S. withholding taxes, which taxes may be reduced if a Member provides appropriate documentation to the Company evidencing that such Member is entitled to zero withholding tax or reduced withholding tax on distributions from the Company. In furtherance of the above, if requested by the Managers, each Member shall, if able to do so, deliver to the Managers: (i) an affidavit in form satisfactory to the Managers that the applicable taxes in his Member (or her jurisdiction. Pursuant to such procedures its partners, as the Administrator case may specify from time be) is not subject to timewithholding under the provisions of any federal, state, local, foreign or other law; (ii) any certificate that the Managers may reasonably request with respect to any such laws (including, but not limited to, Internal Revenue Service Form W-9, an applicable Internal Revenue Service Form W-8, or any successor forms thereto); and/or (iii) any other form or instrument reasonably requested by the Managers relating to any Member’s status under such law. If a Member fails or is unable to deliver to the Managers documentation described in this clause (a), the Managers may withhold amounts from such Member in accordance with this Section 5.8. Each Member shall reasonably cooperate with the Managers in connection with any tax audit of the Company. (b) Notwithstanding any other provision herein to the contrary, the Managers are authorized to take any and all actions that are necessary or appropriate to ensure that the Company and/or Service Recipient shall satisfies any and all withholding and tax payment obligations under any applicable law. Without limiting the generality of the foregoing, the Managers may withhold the any amount that is required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages any cash (or other cash compensation paid property) otherwise distributable to Participant by any Member pursuant to this Agreement; provided, however, that such amount shall be deemed to have been distributed to such Member for purposes of applying such relevant provision. (c) Any withholdings referred to in this Section 5.8 shall be made at the Company and/or maximum applicable statutory rate under the Service Recipientapplicable tax law unless the Managers shall have received evidence, (iv) delivering reasonably satisfactory to the Company already vested and owned Shares having a fair market value equal to such Tax ObligationsManagers, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount effect that a lower rate is necessary to meet the applicable or that no withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Option is exercisedShares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayerwith respect to the payment of all Tax Obligations. If Participant is a non-U.S. taxpayerPrior to vesting of the Restricted Stock, Participant will be subject pay or make adequate arrangements satisfactory to applicable taxes in his or her jurisdictionthe Service Recipient to satisfy all Tax Obligations. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient the Employer shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum statutory amount that is necessary required to meet the withholding requirement for such Tax Obligations (be withheld or such greater amount as Participant the Administrator may elect if permitted by the Administrator, determine if such greater amount would not result in adverse financial accounting consequences), as the Administrator determines in its sole discretion, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum statutory amount that is necessary required to meet the withholding requirement for such Tax Obligations (be withheld or such greater amount as Participant the Administrator may elect if permitted by the Administrator, determine if such greater amount would not result in adverse financial accounting consequences), as the Administrator determines in its sole discretion. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, or at the Option exercisetime of another taxable event, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive Shares thereunder and such Shares of Restricted Stock will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 13, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of all Tax Obligations required to be withheld (the “Withholding Obligations”). When the Option is exercisedShares of Restricted Stock are vested, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax ObligationsWithholding Obligations which the Company determines must be withheld with respect to this Award. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Participant’s Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable releasable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued, and had released from escrow, the full number of vested Shares subject to this Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing the number Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When Unless other arrangements have been made that are acceptable to the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timeCompany, the Company and/or Service Recipient shall and each of its Affiliates is authorized to deduct or withhold from the Award, or cause to be deducted or withheld from any compensation or other amount owing to the Employee, the amount required to (in cash, common stock, other securities or property, or common stock that would otherwise be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and issued pursuant to the Award) of any applicable taxes payable in respect of the vesting and/or settlement of the Award and to take such procedures other actions as it may specify from time to time, may permit Participant be necessary in the opinion of the Company or any of its Affiliates to satisfy such Tax Obligations, in whole or in part (without limitation)its tax withholding obligations. Notwithstanding the foregoing, if permissible the Employee is subject to Rule 16b-3 at the time of vesting and/or settlement of the Award, except as otherwise provided in any tax withholding policy or procedure adopted by applicable local lawthe Company, such tax withholding automatically shall be effected by the Company or one of its Affiliates either by (i) paying cash, withholding shares of common stock otherwise deliverable to the Employee on the settlement of the Award or (ii) electing requiring the Employee to have tender a cash payment to the Company withhold otherwise deliverable Shares having a fair market value or such Affiliate in an amount equal to the applicable taxes. In the event that shares of common stock that would otherwise be delivered pursuant to the Award are used to satisfy such withholding obligations, the number of shares that may be withheld shall be limited to the number of shares that have a Fair Market Value, on the date of withholding, equal to the aggregate amount of such liabilities based on the minimum amount statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that is necessary are applicable to meet such taxable income; provided, however, that such withholding may be based on rates in excess of the minimum statutory withholding requirement for rates if (A) the Committee (x) determines that such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount withholding would not result in adverse financial accounting consequences)accounting, (iii) withholding the amount of such Tax Obligations from Participant’s wages tax or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering consequences to the Company already vested (other than immaterial administrative, reporting or similar consequences) and owned Shares having a fair market value equal (y) authorizes such withholding at such greater rates and (B) the Employee consents to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or at such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciserates.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator Committee may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Grantee to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant Grantee may elect if permitted by the AdministratorCommittee, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Grantee’s wages or other cash compensation paid to Grantee by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Grantee owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant Grantee may elect if permitted by the AdministratorCommittee, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Committee deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company Committee in its discretion, it the Committee will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Grantee for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Xxxxxxx agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Participant acknowledges Withholding Obligations and agrees that any associated broker or other fees will be paid to Grantee in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When CNT or an Affiliate may be obligated or permitted to withhold or pay federal, state, and local income taxes, social security taxes, national insurance contributions, or other taxes upon Employee's exercise of the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayerOption. If Participant CNT or an Affiliate is required or permitted to withhold or pay such taxes, Employee will promptly pay in cash upon demand to CNT or the Affiliate, such amounts as shall be necessary to satisfy or fund CNT or the Affiliate; provided, however, that in lieu of all or any part of such a non-U.S. taxpayercash payment, Participant will the Committee may, but shall not be required to, permit Employee to elect to cover all or any part of the withholdings or payments, and to cover any additional withholdings or payments up to the amount needed to cover Employee's full federal, state, and local tax with respect to income arising from the exercise of the Option, through a reduction of the number of Common Shares delivered upon exercise or through a subsequent return to CNT of shares delivered upon exercise, in each case valued in the same manner as used in computing the taxes under the applicable laws. Further, such elections may be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, limitations of the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax ObligationsExchange Act. The Administrator, in its sole discretion and pursuant Company or the Affiliate may deduct such withholdings or an amount sufficient to cover such procedures as it may specify payments from time subsequent earnings payable to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Employee. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or or the Service Recipient Affiliate cannot (and/or former employeror does not) make the deductions, as applicable) may be required to withhold Employee or account for tax in more than one jurisdiction. If Participant fails to make satisfactory person receiving the Common Shares shall enter into such other arrangements for the payment of any required Tax Obligations hereunder at individual to reimburse the time Company or the Affiliate for the amount of the Option exercisetax liability as the Company shall require, Participant acknowledges and agrees that the Company may refuse make the individual's agreement to honor such arrangements a condition of the exercise and refuse to deliver of any Option or the receipt of any Common Shares if such amounts are not delivered at or Award under the time of exercisePlan.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company Administrator in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When Whenever any cash or other payment is to be made hereunder or with respect to the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timeRestricted Stock Units, the Company and/or Service Recipient or any Subsidiary shall have the power to withhold an amount (in cash, Restricted Stock Units or in Company Common Stock issuable upon settlement of Restricted Stock Units or from other amounts paid to the Participant in cash (whether under the Plan or otherwise)) sufficient to satisfy federal, state, and local withholding tax requirements relating to such transaction; provided, however, that in the event that the Company withholds shares issuable to the Participant (or any portion thereof) to satisfy any applicable withholding taxes, the Company shall only withhold a number of whole shares having a Fair Market Value, determined as of the date of vesting, not in excess of the minimum of tax required to be withheld by law (or such lower amount as may be necessary to avoid liability award accounting). The Company may require the recipient of shares of Company Common Stock to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of shares in settlement of the Restricted Stock Units. The Committee may, in its discretion, require the Participant, or permit the Participant to elect, subject to such conditions as the Committee shall impose, to meet such obligations by having the Company withhold or sell the least number of whole shares of Company Common Stock having a Fair Market Value sufficient to satisfy all or part of the amount required to be withheld for the payment of Tax Obligationswithheld. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant Subsidiary may elect if permitted by defer the Administrator, if settlement of Restricted Stock Units until such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to tax requirements are satisfied and if the Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to has not satisfied such Tax Obligations, withholding or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means other tax requirements as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exerciselast day of the calendar year in which the Vesting Date occurs, the Restricted Stock Units shall be forfeited. The Participant acknowledges shall be responsible for all withholding taxes and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time other tax consequences of exercisethis award of Restricted Stock Units.

Tax Withholding. When The Company and its Affiliates shall be entitled to require a cash payment (or other form of payment determined in accordance with Section 11.2 of the Option is exercisedPlan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayerstate or local tax law to be withheld with respect to the grant, vesting and/or payment of the Award. If Participant is a non-U.S. taxpayerIn satisfaction of the foregoing requirement with respect to the vesting or payment of the Award, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as unless otherwise determined by the Administrator may specify from time to timeAdministrator, the Company and/or Service Recipient or its Affiliates shall withhold Shares otherwise issuable under the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares Award having a fair market value equal to the minimum amount that is necessary sums required to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted be withheld by the Administratorfederal, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount state and/or local tax law. The number of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering Shares which shall be so withheld shall be limited to the Company already vested and owned number of Shares having which have a fair market value equal on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in the applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such Tax Obligations, or (v) selling a sufficient number of taxable income. The Company shall have no obligation to make any payment in any form under this Agreement unless and until such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)tax obligations have been satisfied. To the extent determined appropriate by that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Company in its discretionAward prior to the Determination Date, it will have the right Administrator shall accelerate the payment of a portion of the Award Value sufficient to satisfy (but not the obligationin excess of) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or such tax withholding eventobligations and any tax withholding obligations associated with any such accelerated payment, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to Administrator shall withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at in satisfaction of such withholding obligations. Any amounts accelerated and withheld in accordance with the time of exercisepreceding sentence shall reduce the Participant’s Award Value on the Determination Date on a dollar-for-dollar basis.

Tax Withholding. When the Option is exercised(a) The Company will assess its requirements regarding federal, Participant generally will recognize immediate U.S. taxable state, and local income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayertaxes, Participant will be subject to FICA taxes, and any other applicable taxes (“Tax Items”) in his or her jurisdictionconnection with the Restricted Stock. Pursuant to such procedures as the Administrator These requirements may specify change from time to timetime as laws or interpretations change. The Company will withhold Tax Items as required by law. Regardless of the Company’s actions in this regard, the Company and/or Service Recipient shall withhold Grantee acknowledges and agrees that the amount required ultimate liability for Tax Items is the Grantee’s responsibility. The Grantee acknowledges and agrees that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Restricted Stock, including the subsequent sale of shares of Stock acquired under the Plan; and (ii) does not commit to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate liability for Tax Items. (b) Notwithstanding any contrary provision of this Award Agreement, no certificate representing the shares of Stock or book-entry shares will be withheld for issued to Grantee, unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of Tax Obligationsincome, employment, and other taxes which the Company determines must be withheld with respect to such shares of Stock so issuable. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant the Grantee to satisfy such Tax Obligationstax withholding obligation, in whole or in part (without limitation), if permissible ) by applicable local law, by one or more of the following: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares shares of Stock having a fair market value an aggregate Fair Market Value (as of the date the withholding is effected) equal to such Tax Obligationsthe amount required to be withheld, or (viii) selling by authorizing the Company to hold back a sufficient number of such Shares shares of Stock otherwise deliverable to Participant the Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) having an aggregate Fair Market Value (as of the date the withholding is effected) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisebe withheld.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashcash in U.S. dollars, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the applicable Service RecipientRecipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested and owned Shares having with a fair market value equal to the Tax Obligations (or such Tax Obligationsgreater amount as Participant may elect if permitted by the Administrator, or if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To , or (v) such other means as the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantAdministrator deems appropriate. Further, if Participant is subject to tax Tax Obligations in more than one jurisdiction between the Date of Grant and a the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the applicable Service Recipient Recipient(s) (and/or or former employer, as applicable) may be required to withhold or account for tax Tax Obligations in more than one jurisdiction. If the Tax Obligations are satisfied by withholding in Shares, for tax purposes, Participant fails is deemed to make satisfactory arrangements have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the payment purpose of any required paying the Tax Obligations. If Participant is an officer of the Company within the meaning of Section 16 of the Exchange Act, then the Company will withhold from proceeds of the sale of a sufficient number of Shares otherwise deliverable to Participant to satisfy the Tax Obligations hereunder at and any associated broker or other fees upon the time relevant taxable or tax withholding event, as applicable, and Participant agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator. To the extent the use of such withholding method is problematic under Applicable Laws or has materially adverse accounting consequences, then the Tax Obligations may be satisfied by one or a combination of the Option exercisemethods specified under clauses (i), Participant acknowledges (ii), (iii) and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise(v) above.

Tax Withholding. When Notwithstanding any other provision of this Agreement: (a) The Company Group has the Option is exercisedauthority to deduct or withhold, or require Participant generally will recognize immediate U.S. to remit to the applicable Company Group Member, an amount sufficient to satisfy any applicable federal, state, local, provincial and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable income if Participant is a U.S. taxpayerevent arising pursuant to this Agreement. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timeNotwithstanding any other provision of this Agreement, the Company and/or Service Recipient shall withhold not be obligated to deliver any certificate representing Shares to the Participant or the Participant’s legal representative or enter such Shares in book entry form unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount required of all federal, state and local taxes applicable to be withheld for the payment taxable income of Tax Obligationsthe Participant resulting from the grant or vesting of the RSUs or the issuance of Shares. The Administrator, Company Group may withhold or Participant may make such payment in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole one or in part (without limitation), if permissible by applicable local law, by more of the forms specified below: (i) paying cash, by cash or check made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) electing by the deduction of such amount from other compensation payable to have Participant; (iii) with the consent of the Administrator, by requesting that the Company withhold otherwise deliverable a net number of Shares subject to the Award having a fair market value equal then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local, provincial and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with the consent of the Administrator, by tendering to the minimum Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount that is necessary to meet satisfy the withholding requirement obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local, provincial and foreign income tax and payroll tax purposes that are applicable to such Tax Obligations taxable income; (or v) through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares for which the Restrictions are then subject to lapse, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such greater amount withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as Participant may elect if permitted be required by the Administrator, if but in any event not later than the settlement of such greater amount would not result sale; or (vi) in adverse financial accounting consequencesany combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Award, in the event Participant fails to provide timely payment of all sums required pursuant to Section 2.5(a), (iii) withholding the amount Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of such Tax Obligations from Participant’s wages required payment obligation pursuant to Section 2.5(a)(ii) or other cash compensation paid to Participant by the Company and/or the Service Recipient, (ivSection 2.5(a)(iii) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsabove, or (v) selling a sufficient number any combination of such Shares otherwise deliverable to Participant through such means the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in its sole discretion full the amount of all federal, state, local, provincial and foreign taxes applicable with respect to the taxable income of Participant resulting from the grant of the Award or the issuance or vesting of RSUs hereunder or any other taxable event with respect to the RSUs. (whether c) In the event any tax withholding obligation arising in connection with the Award will be satisfied under Section 2.5(a)(v) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are subject to the Award as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(c), including the transactions described in the previous sentence, as applicable. (d) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 2.5(a)(v) or Section 2.5(c): (i) any Shares to be sold through a broker broker-assisted sale will be sold on the day the tax withholding obligation arises, or otherwiseas soon thereafter as practicable; (ii) equal such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the minimum amount extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee is necessary under no obligation to meet arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding requirement for such Tax Obligations (or such greater obligation arises, an amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) cash sufficient to satisfy any Tax Obligations by reducing remaining portion of the number of Shares otherwise deliverable to Participant. Further, if applicable Company Group Member’s withholding obligation. (e) Participant is subject ultimately liable and responsible for, and, to tax the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in more than one jurisdiction between connection with the Date of Grant and a date Award, regardless of any relevant taxable or action any Company Group Member takes with respect to any tax withholding eventobligations that arise in connection with the Award. No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Award or the subsequent sale of Shares. The Company Group does not commit and is under no obligation to structure the Award to reduce or eliminate Participant’s tax liability. (f) For purposes of this Section 2.5, (i) “Applicable Law” shall include without limitation, all applicable securities, corporate, tax and other laws, rules, regulations, instruments, notices, blanket orders, decision documents, statements, circulars, procedures and policies, and (ii) “withholding taxes” shall include any and all taxes and other source deductions, including but not limited to contributions under the Canada Pension Plan, Quebec Pension Plan and premiums under the Employment Insurance Act, as applicable, Participant acknowledges and agrees that or other amounts which the Company and/or the Service Recipient (and/or former employer, as applicable) may be Group Member is required by Applicable Law to withhold from any amounts paid or account for tax in more than one jurisdiction. If credited to a Participant fails to make satisfactory arrangements for under the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisePlan.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local lawApplicable Laws, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation payable to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by Net Share Withholding, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When Employee understands and acknowledges that certain amounts must be withheld to satisfy federal, state, local or foreign tax obligations associated with the Option is exercisedlapse of the risk of forfeiture and/or settlement of the RSUs ("Withholdings"). Employee shall make arrangements satisfactory to the Company, Participant generally will recognize immediate U.S. taxable income if Participant is in advance of any event triggering a U.S. taxpayerWithholding obligation on the part of the Company, to provide for payment of all applicable Withholdings. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, Employee expressly authorizes the Company and/or Service Recipient shall to withhold the applicable amount of Withholdings from any payment to Employee or other source of Employee’s funds or securities, including any payment relating to an Award or any payroll or other source of Employee’s funds or securities, and/or withhold shares deliverable in settlement of the RSUs having a Fair Market Value equal to the amount of such tax liability required to be withheld for as Withholdings in connection with the payment event triggering Withholding. This may include a withholding upon the vesting of Tax Obligations. The Administrator, in its sole discretion the RSUs if and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if extent permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequencesunder Treasury Regulation Section 1.409A-3(j)(4)(vi), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering . Unless Employee has made alternative arrangements satisfactory to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationssatisfy mandatory Withholding requirements or unless otherwise determined by the Company, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) withhold shares to satisfy any Tax Obligations by reducing Withholding obligation. Upon the number Withholding of Shares otherwise deliverable to Participantshares, the value of shares withheld shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities, unless withholding of shares with a greater value is permitted without triggering additional expense recognition under applicable accounting rules. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that This provision does not obligate the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account shares to satisfy Withholding obligations. The Company may specify a reasonable deadline (for example, the end of the latest window period during which Employee is permitted to trade under any then applicable xxxxxxx xxxxxxx policy of the Company prior to an event causing a tax in more than one jurisdiction. If Participant fails to liability) by which Employee must make satisfactory alternative arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseWithholdings.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding having the amount of such Tax Withholding Obligations withheld from Participant’s wages or other cash compensation paid to Participant by the Company and/or the applicable Service RecipientRecipient(s), (iv) delivering to the Company already Shares that Participant owns and that have vested and owned Shares having with a fair market value equal to such Tax Withholding Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When The Company shall withhold from the Option is exercisedStock delivered in settlement of Units shares of Stock having a Fair Market Value on the Settlement Date, Participant generally will recognize immediate U.S. taxable equal to the amount necessary to satisfy the minimum required withholding, if any, of any income if Participant is tax, social tax, or other taxes (but rounding up to the nearest whole number of shares). In lieu of withholding shares of Stock, the Committee may, in its discretion, authorize the satisfaction of tax withholding by a U.S. taxpayercash payment to the Company, by withholding an appropriate amount of cash from base pay, or by such other method as the Committee determines may be appropriate to satisfy all obligations for withholding of such taxes. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable any such taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount are required to be withheld for at a date earlier than the payment Settlement Date, then notwithstanding any other provision of Tax Obligations. The Administratorthis Agreement, in its sole discretion and pursuant to such procedures as it the Company may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashsatisfy such obligation by causing the forfeiture of a number of Units having a Fair Market Value, on such earlier date, equal to the amount necessary to satisfy the minimum required amount of such withholding, or (ii) electing to have make such other arrangements with the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement Holder for such Tax Obligations (or such greater amount withholding as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid be satisfactory to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion, it . The obligations of the Company under this award of Units will have be conditioned on such satisfaction of the right (but not required withholding. The Holder acknowledges that the obligation) to satisfy any Tax Obligations by reducing the number tax consequences associated with this award of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant Units are complex and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or has urged the Service Recipient Holder to review with the Holder’s own tax advisors the federal, state and local tax consequences of this award of Units. The Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Holder understands that he or she (and/or former employer, as applicableand not the Company) may shall be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements responsible for the payment of any required Tax Obligations hereunder at the time Holder’s own tax liability that may arise as a result of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time award of exerciseUnits.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i1) paying cash, (ii2) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iii3) withholding the amount of such Tax Obligations from Participant’s 's wages or other cash compensation paid to Participant by the Company and/or the Service RecipientEmployer, (iv4) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (v5) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time they are due. Without limitation on any of exercisethe foregoing rights or remedies of Company, if Participant fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Company has the right, at Company's sole discretion, to sell a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Obligations, or to withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax Obligations.

Tax Withholding. When Upon any exercise, vesting, or payment of any award or upon the Option is exerciseddisposition of Plan Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayerthe Group shall have the right at its option to: (a) require the participant (or the participant’s personal representative or beneficiary, Participant will as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Group may be subject required to applicable taxes in his or her jurisdiction. Pursuant withhold with respect to such procedures award event or payment; or (b) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the Administrator case may specify from time be) the minimum amount of any taxes which the Group may be required to time, the Company and/or Service Recipient shall withhold the amount with respect to such cash payment. In any case where a tax is required to be withheld for in connection with the payment delivery of Tax Obligations. The AdministratorPlan Shares under this Plan, the Administrator may, in its sole discretion and pursuant (subject to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitationSection 8.1), if permissible by applicable local law, by grant (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder either at the time of the Option award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of Plan Shares to be delivered by (or otherwise reacquire) the appropriate number of Plan Shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, Participant acknowledges vesting or payment. In no event shall the Plan Shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. The Corporation may, with the Administrator’s approval, accept one or more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the exercise, vesting or payment of any award under this Plan; provided that any such note shall be subject to terms and agrees that conditions established by the Company may refuse to honor Administrator and the exercise and refuse to deliver the Shares if such amounts are not delivered at the time requirements of exerciseapplicable law.

Tax Withholding. When The Company may make such provisions and take such steps as it deems necessary or appropriate for the Option withholding of any taxes that the Company is exercisedrequired by law or regulation of any governmental authority, whether Federal, state, or local, to withhold in connection with the Units or Shares subject to this Agreement. The Participant generally will recognize immediate U.S. taxable income if shall elect, prior to any tax withholding event related to this Award and at a time when the Participant is not aware of any material nonpublic information about the Company and the Participant would be permitted to engage in a U.S. taxpayer. If Participant is a non-U.S. taxpayertransaction in the Company’s securities under the Company’s Securities Trading Policy, whether the Participant will be subject to applicable satisfy all or part of such tax withholding requirement by paying the taxes in his cash or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount statutory withholding that is necessary may be imposed on the transaction (based on minimum statutory withholding rates for Federal, state, and local tax purposes, as applicable, that are applicable to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted transaction). The Participant’s election shall be irrevocable, made in writing, signed by the AdministratorParticipant, if such greater amount would not result and shall be subject to any restrictions or limitations that the Committee, in adverse financial accounting consequences)its sole discretion, (iii) withholding deems appropriate. If the amount of such Tax Obligations from Participant’s wages or other cash compensation paid Participant fails to Participant by make an election, the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned will withhold Shares having a fair market value equal to such Tax Obligationsthe minimum statutory withholding that may be imposed on the transaction, or (v) selling a sufficient number as provided above. For purposes of such Shares otherwise deliverable tax withholding pursuant to Participant through such means as this Section 2.10, unless applicable laws and regulations dictate otherwise, the Company may shall determine in its sole discretion (whether through fair market value based on the closing price of a broker Share as reported on the New York Stock Exchange or otherwise) equal to other applicable public market on the minimum amount that is necessary to meet business day immediately preceding the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseapplicable RSU Settlement Date.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall Employer will withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service RecipientEmployer, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 4 or 6, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When Notwithstanding any other provision of this Agreement: (a) The Company and the Option is exercisedPartnership have the authority to deduct or withhold, or require Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant remit to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold or the Partnership, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including any FICA obligation) required by law to be withheld for the payment of Tax Obligationswith respect to any taxable event arising pursuant to this Agreement. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, Company may permit Participant to satisfy make such Tax Obligations, payment in whole one or in part (without limitation), if permissible by applicable local law, by more of the forms specified below: (i) paying cash, by cash or check made payable to the Company or the Partnership; (ii) electing by the deduction of such amount from other compensation payable to have Participant; (iii) with respect to any withholding taxes arising as a result of the exercise of the Option, by requesting that the Company withhold a net number of shares of Stock otherwise deliverable Shares issuable pursuant to such exercise having a fair market value equal then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company, the Partnership and their subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iv) with respect to any withholding taxes arising as a result of the exercise of the Option, by tendering vested shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company, the Partnership and their subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; or (v) in any combination of the foregoing. (b) With respect to any withholding taxes arising as a result of the exercise of the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 4.7(a), the Company, the Partnership or any of their subsidiaries shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 4.7(a)(ii) or Section 4.7(a)(iii) above, or any combination of the foregoing as the Company, the Partnership or any of their subsidiaries may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing shares of Stock issuable with respect to the minimum amount that is necessary exercise of the Option to meet the withholding requirement for such Tax Obligations (Participant or such greater amount as his or her legal representative unless and until Participant may elect if permitted by the Administrator, if such greater amount would not result or his or her legal representative shall have paid or otherwise satisfied in adverse financial accounting consequences), (iii) withholding full the amount of such Tax Obligations all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to this Award. (c) In the event Participant’s wages or other cash compensation paid to Participant by tax withholding obligation will be satisfied under Section 4.7(a)(iii) above, then the Company and/or or the Service Recipient, (iv) delivering Partnership may elect to instruct any brokerage firm determined acceptable to the Company already vested and owned Shares having or the Partnership for such purpose to sell on Participant’s behalf a fair market value equal to such Tax Obligations, or (v) selling a sufficient whole number of such Shares otherwise deliverable shares from those shares of Stock issuable to Participant through such means upon exercise of the Option as the Company may determine determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s tax withholding obligation. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and the Partnership and such brokerage firm to complete the transactions described above, including the transactions described in its sole discretion (whether the previous sentence, as applicable. Any shares of Stock to be sold at the Company’s or the Partnership’s direction through a broker broker-assisted sale will be sold on the day the tax withholding obligation arises (i.e., the date Stock is delivered) or otherwise) equal as soon thereafter as practicable. The shares of Stock may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the minimum amount that is necessary Company and the Partnership harmless from any losses, costs, damages, or expenses relating to meet the withholding requirement for any such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)sale. To the extent determined appropriate by the proceeds of such sale exceed Participant’s tax withholding obligation, the Company in its discretion, it will have or the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding eventPartnership, as applicable, agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges and agrees that the Company and/or Company, the Service Recipient (and/or former employerPartnership or their designee is under no obligation to arrange for such sale at any particular price, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for and that the payment proceeds of any required Tax Obligations hereunder at such sale may not be sufficient to satisfy Participant’s tax withholding obligation. The Company or the time Partnership may refuse to issue any shares of Stock in settlement of the Option exercise, to Participant acknowledges and agrees that until the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts foregoing tax withholding obligations are not delivered at the time of exercisesatisfied.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the amount required to be withheld for satisfy the payment of the Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service RecipientEmployer, (iv) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligation are not delivered fully satisfied at the time of exercise.

Tax Withholding. When The Company shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the Option consideration payable (or deemed payable) as a result of the transactions contemplated by the Transaction Agreements, including the Indemnity Holdback Amount, to the Contributor, or the Stockholder, as applicable, such amounts as the Company is exercisedrequired to deduct and withhold with respect to the making of such payment under the Code or any provision of state, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a local or non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures tax law (as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant determined by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequencesreasonable discretion). To the extent determined appropriate that amounts are so deducted and withheld by the Company, such amounts shall be treated for all purposes of the Transaction Agreements as having been paid to the Contributor, or the Stockholder, as applicable. The Contributor or the Stockholder, as applicable, shall (A) to the extent requested by Arcade 2, contribute cash prior to the Contribution and Merger equal to (i) any withholding Taxes that would otherwise be required to be withheld by the Company in its discretion, it will have connection with the right Contribution and Merger (but not taking into account any gross-up attributable to such amounts) and (ii) any withholding Taxes that Arcade 2 failed to withhold with respect to distributions to the obligationStockholder prior to the Closing and (B) indemnify and hold harmless the Company for any withholding Taxes relating to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable Company’s failure to Participant. Further, if Participant is subject to tax in more than one jurisdiction between withhold from the Date of Grant and a date of any relevant taxable Contributor or tax withholding eventthe Stockholder, as applicable, Participant acknowledges as required by applicable Laws, and agrees that for any Taxes of the Company and/or Contributor (including those described in subclause (A)(ii) above), other than Taxes attributable to the Service Recipient (and/or former employerCompany’s breach of its covenants in Section 6.03(f) or Section 6.04, provided, however, that, in either case, neither the Contributor nor the Stockholder, as applicable) , shall be liable for any penalties that may be required to withhold or account for tax become payable in more than one jurisdiction. If Participant fails to make satisfactory arrangements respect thereof, and provided further that, for the payment avoidance of any required Tax Obligations hereunder at doubt, the time indemnification obligation of the Option exercise, Participant acknowledges and agrees that Stockholder pursuant to this clause (B) shall neither be limited to the Company may refuse Indemnity Holdback Amount nor subject to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseDeductible.

Tax Withholding. When the Option is exercisedNotwithstanding any contrary provision of this Agreement, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant no certificate representing Shares will be subject issued to applicable taxes in his or her jurisdiction. Pursuant Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligationsincome, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable. All income, employment and other taxes related to the Restricted Stock Unit and any Shares delivered in payment thereof are the sole responsibility of Participant. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligationstax withholding obligation, in whole or in part by one or more of the following (without limitation), if permissible by applicable local law, by ): (ia) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (vb) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionbe withheld. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations tax withholding obligations hereunder at the time of the Option exercisethis Award is otherwise scheduled to vest pursuant to Section 2, Participant agrees and acknowledges and agrees that the Company, in its discretion, shall have the right (but not the obligation) to satisfy any tax withholding obligations by either (i) reducing the number of Shares otherwise deliverable to Participant having a Fair Market Value equal to the minimum amount required to be withheld, or (ii) selling a sufficient number of Shares otherwise deliverable to Participant on Participant’s behalf through such means as the Company may refuse determine in its sole discretion (whether through a broker or otherwise) equal to honor the exercise and refuse amount required to deliver the Shares if such amounts are not delivered at the time of exercisebe withheld.

Tax Withholding. When the Option is exercised(a) Subject to Section 3.2(b), Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal withholding tax obligations with respect to the minimum amount that is necessary to meet Award may be by any of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsfollowing, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means combination thereof, as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion: (i) Cash or check; (ii) In whole or in part by delivery of Shares, it will have including Shares delivered by attestation and Shares retained from the right Award creating the tax obligation, valued at their Fair Market Value on the date of delivery; or (but not iii) Subject to Section 9.10 of the obligationPlan, delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the applicable tax withholding obligations. (b) Unless the Company otherwise determines, the Company shall withhold, or cause to be withheld, Shares otherwise issuable under this Award in satisfaction of any Tax Obligations by reducing applicable withholding tax obligations. The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares otherwise deliverable which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. (c) Subject to Section 9.5 of the Plan, the applicable tax withholding obligation will be determined based on Participant’s Applicable Withholding Rate. Further, Participant’s “Applicable Withholding Rate” shall mean (i) if Participant is subject to tax in more than one jurisdiction between Section 16 of the Date Exchange Act, the greater of Grant and a date of any relevant taxable or (A) the minimum applicable statutory tax withholding eventrate or (B) with Participant’s consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to the underlying transaction, or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, however, that (x) in no event shall Participant’s Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for avoid the payment of any required Tax Obligations hereunder at the time liability classification of the Option exerciseapplicable award under generally accepted accounting principles in the United States of America); and (y) the number of Shares tendered or withheld, Participant acknowledges and agrees that if applicable, shall be rounded up to the Company may refuse nearest whole Share sufficient to honor cover the exercise and refuse applicable tax withholding obligation, to deliver the Shares if such amounts are extent rounding up to the nearest whole Share does not delivered at result in the time liability classification of exercisethe Award under generally accepted accounting principles.

Tax Withholding. When If Applicable Law requires the Option is exercisedwithholding of Taxes, Participant generally will recognize immediate U.S. taxable income if Participant is the Payor shall subtract the amount thereof from the Agreement Payments and remit such withheld amount to the relevant Governmental Authority in a U.S. taxpayertimely manner; provided, however, that before making such withholding, the Payor shall use reasonable efforts to give the Payee notice of the intention to make such withholding. If Participant is a non-U.S. taxpayerFor the avoidance of doubt, Participant will be subject Payor’s remittance of such withheld Taxes, together with payment to applicable taxes in his or her jurisdictionthe Payee of the remaining Agreement Payments, shall constitute Payor’s full satisfaction of Agreement Payments under this Agreement. Pursuant The Payor shall promptly (as available) submit to such procedures the Payee appropriate proof of payment of the withheld Taxes as well as the Administrator may specify from time to official receipts within a reasonable period of time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The AdministratorPayor shall provide the Payee reasonable assistance in establishing entitlement to a reduction to, or elimination of, such withholding of Taxes under Applicable Law, including under the benefit of any present or future treaty against double taxation, and the Payor shall provide the Payee with reasonable assistance in its sole discretion and pursuant to seeking refund of such procedures withheld Taxes. Notwithstanding the foregoing, if, as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by a result of Payor (i) paying cashassigning this Agreement, (ii) electing extending its rights or obligations pursuant to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (Section 16.16, or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) changing its domicile, additional Taxes become due that would not have otherwise been due hereunder with respect to Agreement Payments, Payor shall be responsible for all such additional withholding the amount of Taxes and shall pay Payee such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means amounts as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is are necessary to meet ensure that Payee receives the withholding requirement for such Tax Obligations (or such greater same amount as Participant may elect if permitted by the Administrator, if it would have received had no such greater amount would not result assignment or change in adverse financial accounting consequences)domicile been made. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise[******].

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service RecipientEmployer, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When (a) As a condition to delivery of the Option is exercisedShares in respect of vested RSUs, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayerwill, Participant will be subject pursuant to Section 15(d) of the Plan, make provisions satisfactory to the Company for payment of, any applicable taxes in his or her jurisdiction. Pursuant of any kind and other statutory obligations (including but not limited to such procedures as the Administrator may specify from time to timeParticipant’s FICA and SDI obligations) (collectively, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of “Tax Obligations”) in respect of the transfer of Shares in settlement of the RSUs. The AdministratorCompany shall have the power and the right to deduct or withhold from all amounts payable to Participant pursuant to the RSUs or otherwise, or require Participant to remit to the Company, an amount sufficient to satisfy the Tax Obligations which the Company, in its sole discretion and discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs and, if Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. (b) Except as provided in Section 10(c), any such procedures as it may specify from time Tax Obligations with regard to time, may permit Participant shall be satisfied solely by retaining and instructing a registered broker(s) of the Company’s choosing to sell such number of Shares necessary to satisfy such Tax Obligations, in whole or in part (without limitation)after deduction of the broker’s commission, if permissible by applicable local lawand the broker shall remit to the Company the cash proceeds thereof. In furtherance of the foregoing, by (i) paying cashthe execution of this Agreement, (ii) electing to have Participant hereby irrevocably instructs the Company withhold otherwise deliverable and a registered broker(s) of the Company’s choosing to sell on behalf of Participant at the “market price,” that number of Shares having a fair market value equal required to generate sufficient cash necessary in order for the Company to satisfy the Tax Obligations with regard to Participant. Participant represents to the minimum amount Company and the broker that Participant is necessary entering into this Agreement in good faith. Participant shall have no ability to meet modify these instructions. Participant further agrees to execute any such documents as are requested by the withholding requirement for broker or the Company in order to effectuate the sale of the Shares and payment of the Tax Obligations to the Company as contemplated hereby. The Participant represents to the Company that, as of the date hereof, he or she is not aware of any material nonpublic information about the Company or the Shares. It is Participant’s intention that this provision comply with the requirements of Rule 10b5-1 promulgated under the Exchange Act. (c) Notwithstanding Section 4(b) hereof, with respect to any Participant who as of the date hereof is a Section 16 officer of the Company and with respect to any Participant who becomes a Section 16 officer on or following the date hereof, any such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid with regard to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant shall be satisfied through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax issuable in more than one jurisdiction between connection with the Date vesting of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseRSUs.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor time. Until and unless determined otherwise by the exercise and refuse Company, a Sell to deliver Cover will be the Shares if such amounts withholding method by which Withholding Obligations are not delivered at the time of exercisesatisfied.

Tax Withholding. When Notwithstanding any other provision of this Agreement: (a) The Company Group has the Option is exercisedauthority to deduct or withhold, or require Participant generally will recognize immediate U.S. to remit to the applicable Company Group Member, an amount sufficient to satisfy any applicable federal, state, local, provincial and foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable income if Participant is a U.S. taxpayerevent arising pursuant to this Agreement. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timeNotwithstanding any other provision of this Agreement, the Company and/or Service Recipient shall withhold not be obligated to deliver any certificate representing Shares to the Participant or the Participant’s legal representative or enter such Shares in book entry form unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount required of all federal, state and local taxes applicable to be withheld for the payment taxable income of Tax Obligationsthe Participant resulting from the grant or vesting of the RSUs or the issuance of Shares. The Administrator, Company Group may withhold or Participant may make such payment in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole one or in part (without limitation), if permissible by applicable local law, by more of the forms specified below: (i) paying cash, by cash or check made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) electing by the deduction of such amount from other compensation payable to have Participant; (iii) with the consent of the Administrator, by requesting that the Company withhold otherwise deliverable a net number of Shares subject to the Award having a fair market value equal then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local, provincial and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with the consent of the Administrator, by tendering to the minimum Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount that is necessary to meet satisfy the withholding requirement obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local, provincial and foreign income tax and payroll tax purposes that are applicable to such Tax Obligations taxable income; (or v) through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to the Shares for which the Restrictions are then subject to lapse, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such greater amount withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as Participant may elect if permitted be required by the Administrator, if but in any event not later than the settlement of such greater amount would not result sale; or (vi) in adverse financial accounting consequencesany combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Award, in the event Participant fails to provide timely payment of all sums required pursuant to Section 2.5(a), (iii) withholding the amount Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of such Tax Obligations from Participant’s wages required payment obligation pursuant to Section 2.5(a)(ii) or other cash compensation paid to Participant by the Company and/or the Service Recipient, (ivSection 2.5(a)(iii) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsabove, or (v) selling a sufficient number any combination of such Shares otherwise deliverable to Participant through such means the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in its sole discretion full the amount of all federal, state, local, provincial and foreign taxes applicable with respect to the taxable income of Participant resulting from the grant of the Award or the issuance or vesting of RSUs hereunder or any other taxable event with respect to the RSUs. (whether c) In the event any tax withholding obligation arising in connection with the Award will be satisfied under Section 2.5(a)(v) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares that are subject to the Award as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 2.5(c), including the transactions described in the previous sentence, as applicable. (d) In the event of any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 2.5(a)(v) or Section 2.5(c): (i) any Shares to be sold through a broker broker-assisted sale will be sold on the day the tax withholding obligation arises, or otherwiseas soon thereafter as practicable; (ii) equal such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (iii) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (iv) to the minimum amount extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (v) Participant acknowledges that the Company or its designee is necessary under no obligation to meet arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Participant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding requirement for such Tax Obligations (or such greater obligation arises, an amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) cash sufficient to satisfy any Tax Obligations by reducing remaining portion of the number of Shares otherwise deliverable to Participant. Further, if applicable Company Group Member’s withholding obligation. (e) Participant is subject ultimately liable and responsible for, and, to tax the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in more than one jurisdiction between connection with the Date of Grant and a date Award, regardless of any relevant taxable or action any Company Group Member takes with respect to any tax withholding event, as applicable, Participant acknowledges and agrees obligations that arise in connection with the Award. No Company and/or Group Member makes any representation or undertaking regarding the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment treatment of any required Tax Obligations hereunder at tax withholding in connection with the time awarding, vesting or settlement of the Option exercise, Participant acknowledges Award or the subsequent sale of Shares. The Company Group does not commit and agrees that is under no obligation to structure the Company may refuse Award to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisereduce or eliminate Participant’s tax liability.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the incurs any obligation to pay any amount in respect of taxes (including withholding taxes and any interest, penalties or additions to tax) imposed on income of or distributions made to any Member or former Member, any amount so required to be paid by the Company with respect to such Person shall be treated for all purposes of this Agreement as if it had been loaned to such Person, and the Managing Member shall cause the Company to give prompt written notice to such Person of the date and amount of such loan. Any withholding taxes withheld for pursuant to this Section 4.05 shall be withheld at the payment maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received an opinion of Tax Obligations. The Administratorcounsel or other evidence, satisfactory to the Managing Member in its sole discretion reasonable discretion, to the effect that a lower rate is applicable or that no withholding is applicable. Each Member covenants, for itself, its successors, assigns, heirs and pursuant personal representatives, that such Person shall pay to the Company at any time after notice of the loan has been given, but not later than twenty (20) days after the Company delivers a written demand to such procedures as it Person for such repayment (which demand may specify from be made at any time prior to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have after the dissolution of the Company withhold otherwise deliverable Shares having or the withdrawal of such Person or its predecessors from the Company); provided, however, that if any such repayment is not made within such 20-day period, such Person shall pay interest to the Company at a fair market value rate equal to the minimum amount that is necessary to meet "prime rate" published by The Wall Street Journal, adjusted daily, for the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by entire period commencing on the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by date on which the Company and/or paid such amount and ending on the Service Recipient, (iv) delivering date on which such Person repays such amount to the Company already vested and owned Shares having a fair market value equal together with all accrued but previously unpaid interest. The Company shall (1) collect such unpaid amounts (including interest) from any Company distributions that otherwise would be made to such Tax Obligations, or Person and/or (v2) selling a sufficient number subtract from the Capital Account of such Shares otherwise deliverable to Participant through such means as Person, no later than the Company may determine in its sole discretion (whether through a broker or otherwise) equal day prior to the minimum Company's initial liquidating distribution, any such unpaid amounts (plus unpaid interest) not so collected, in each case treating the amount that is necessary so collected or subtracted as having been distributed to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder Person at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisecollection or subtraction.

Tax Withholding. When The Company may deduct and withhold from any cash otherwise payable to the Option Optionee (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company’s obligation to withhold Federal, state or local taxes. Further, in the event the amount so withheld is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to insufficient for such procedures as the Administrator may specify from time to timepurpose, the Company and/or Service Recipient shall withhold may require that the amount required Optionee pay to be withheld the Company upon its demand or otherwise make arrangements satisfactory to the Company for the payment of Tax Obligationssuch amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Optionee shall be permitted to satisfy the Company’s tax withholding requirements by making a written election (in accordance with such Tax Obligations, rules and regulations and in whole or in part (without limitation), if permissible by applicable local law, by (isuch form as the Committee may determine) paying cash, (ii) electing to have the Company withhold shares of Common Stock otherwise deliverable Shares issuable to the Optionee (the “Withholding Election”) or to deliver to the Company shares of Common Stock (the “Delivery Election”) in each case having a fair market value on the date income is recognized (the “Tax Date”) pursuant to the exercise of the Option equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionbe withheld. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder a Delivery Election is in effect at the time of the Option exerciseexercise of the Option, Participant acknowledges the Optionee shall deliver the shares of Common Stock subject to such Delivery Election on, or as soon as practicable after, the Tax Date. If the number of shares of Common Stock withheld or delivered to satisfy withholding tax requirements shall include a fractional share, the number of shares withheld or delivered shall be reduced to the next lower whole number and agrees that the Optionee shall deliver cash in lieu of such fractional share, or otherwise make arrangements satisfactory to the Company may refuse for payment of such amount. A Withholding Election or Delivery Election must be received by the Secretary of the Company on or prior to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseTax Date.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient Recipient(s) shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashcash in U.S. dollars or by check designated in U.S. dollars, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding having the amount of such Tax Obligations withheld from Participant’s wages or other cash compensation paid to Participant by the Company and/or the applicable Service RecipientRecipient(s), (iv) delivering to the Company already Shares that Participant owns and that have vested and owned Shares having with a fair market value equal to the minimum withholding requirement for such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If the Tax Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Exercised Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax Obligations. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the applicable Service Recipient Recipient(s) (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When The Company shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the Option consideration payable (or deemed payable) as a result of the transactions contemplated by the Transaction Agreements, including the Indemnity Holdback Amount, to the Contributor, or the Stockholder, as applicable, such amounts as the Company is exercisedrequired to deduct and withhold with respect to the making of such payment under the Code or any provision of state, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a local or non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures tax law (as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant determined by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequencesreasonable discretion). To the extent determined appropriate that amounts are so deducted and withheld by the Company, such amounts shall be treated for all purposes of the Transaction Agreements as having been paid to the Contributor, or the Stockholder, as applicable. The Contributor or the Stockholder, as applicable, shall (A) to the extent requested by Marathon, contribute cash prior to the Contribution and Merger equal to (i) any withholding Taxes that would otherwise be required to be withheld by the Company in its discretion, it will have connection with the right Contribution and/or Merger (but not taking into account any gross-up attributable to such amounts) and (ii) any withholding Taxes that Marathon failed to withhold with respect to distributions to the obligationStockholder prior to the Closing and (B) indemnify and hold harmless the Company for any withholding Taxes relating to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable Company’s failure to Participant. Further, if Participant is subject to tax in more than one jurisdiction between withhold from the Date of Grant and a date of any relevant taxable Contributor or tax withholding eventthe Stockholder, as applicable, Participant acknowledges as required by applicable Laws, and agrees that for any Taxes of the Company and/or Contributor (including those described in subclause (A)(ii) above), other than Taxes attributable to the Service Recipient (and/or former employerCompany’s breach of its covenants in Section 6.03(f) or Section 6.04, provided, however, that, in either case, neither the Contributor nor the Stockholder, as applicable) , shall be liable for any penalties that may be required to withhold or account for tax become payable in more than one jurisdiction. If Participant fails to make satisfactory arrangements respect thereof, and provided further that, for the payment avoidance of any required Tax Obligations hereunder at doubt, the time indemnification obligation of the Option exercise, Participant acknowledges and agrees that Stockholder pursuant to this clause (B) shall neither be limited to the Company may refuse Indemnity Holdback Amount nor subject to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseDeductible.

Tax Withholding. When The Company or any Subsidiary shall have the Option is exercisedauthority and the right to deduct or withhold, or require the Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant remit to such procedures as entity, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents. In satisfaction of the foregoing requirement or in satisfaction of any additional tax withholding, the Company or any Subsidiary may, or the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit allow the Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing elect to have the Company or any Subsidiary (as applicable), withhold Shares otherwise deliverable Shares issuable under such award (or allow the return of Shares) having a fair market value equal to the minimum amount sums required to be withheld. To the extent that is necessary any FICA tax withholding obligations arise in connection with the RSUs prior to meet the date on which on which such RSUs should otherwise become payable to the Participant, then the Company may accelerate the payment of a number of RSUs sufficient to satisfy (but not in excess of) such tax withholding requirement for obligations and any tax withholding obligations associated with such Tax Obligations (accelerated payment, and the Company or any Affiliate may withhold such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result amounts in adverse financial accounting consequences), (iii) withholding the amount satisfaction of such Tax Obligations from withholding obligations. Notwithstanding any other provision of the Plan or this Agreement, the number of Shares which may be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents in order to satisfy the Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering income and payroll tax liabilities with respect thereto shall be limited to the Company already vested and owned Shares having number of shares which have a fair market value equal to such Tax Obligations, or (v) selling a sufficient number on the date of withholding no greater than the aggregate amount of such Shares otherwise deliverable to Participant through such means as liabilities based on the Company may determine maximum individual statutory withholding rates in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one applicable jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When (a) No later than the Option is exercised, Participant generally will recognize immediate U.S. taxable date as of which an amount first becomes includable in the Participant’s gross income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject for federal income tax purposes with respect to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timePerformance Shares, the Participant shall pay to the Company, or make arrangements satisfactory to the Company and/or Service Recipient shall withhold regarding the amount payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld for the payment of Tax Obligationswith respect to such amount. The Administratorobligations of the Company under this Agreement and the Plan, in its sole discretion shall be conditional on the Participant making such payment or arrangements, and pursuant the Company and any Affiliate shall, to the extent permitted by law, have the right to deduct any such procedures as it taxes from any payment otherwise due to the Participant. (b) To the extent permitted by the Committee, the Participant may specify from time to time, may permit Participant be permitted to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible tax withholding requirements by applicable local law, by either (i) paying cash, previously owned Shares or (ii) electing to have having the Company withhold a portion of Shares otherwise deliverable Shares pursuant to this Agreement, in either case having a fair market value (as determined by the Committee) on the date income is recognized by the Participant equal to the minimum amount needed to satisfy any withholding obligations, provided that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages Shares withheld or other cash compensation paid delivered may not exceed the total maximum statutory withholding obligations associated with the transaction to Participant by the extent needed for the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial avoid an accounting consequences)charge. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing If the number of Shares otherwise deliverable determined pursuant to Participant. Furtherthe preceding sentence shall include a fractional share, if Participant is subject to tax in more than one jurisdiction between then the Date number of Grant and a date of any relevant taxable shares delivered to, or tax withholding eventwithheld by, as applicable, Participant acknowledges and agrees that the Company and/or shall be rounded up to the Service Recipient next highest whole number and the Company shall deliver to the Participant cash in an amount equal to the then fair market value (and/or former employeras determined by the Committee) of the fractional Share delivered or withheld in excess of the amount needed to satisfy any withholding obligations, as applicable) may be required unless the Participant makes other arrangements satisfactory to withhold or account the Company for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseamount.

Tax Withholding. When The Optionee shall, not later than the Option date as of which the value of any Shares or other amounts received hereunder first becomes includible in the gross income of the Optionee for U.S. Federal income tax purposes or, if the Optionee is exercisedlocated outside the United States for income tax purposes in the relevant jurisdiction, Participant generally will recognize immediate U.S. taxable income if Participant is pay to the Company or a U.S. taxpayer. If Participant is a non-U.S. taxpayerSubsidiary, Participant will be subject or make arrangements satisfactory to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timeregarding payment of, any U.S. federal, state, or local taxes of any kind or, if the Company and/or Service Recipient shall withhold Optionee is located outside the amount United States, any income taxes, deductions or levies or other deductions of any kind applicable in the relevant jurisdiction, required by law to be withheld for by the Company or a Subsidiary with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such amounts from any payment of Tax Obligationsany kind otherwise due to the Optionee. The Administrator, in its sole discretion Company’s obligation to deliver evidence of book entry (or share certificates) to the Optionee is subject to and pursuant conditioned on tax withholding obligations being satisfied by the Optionee. The Optionee may elect to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligationshave the Company’s or a Subsidiary’s minimum required tax withholding obligation satisfied, in whole or in part (without limitation), if permissible by applicable local lawpart, by (ia) paying cash, (ii) electing to have authorizing the Company or Subsidiary to withhold otherwise deliverable from Shares having to be issued hereunder a fair market value equal to number of Shares with an aggregate Fair Market Value (as of the minimum amount that is necessary to meet date the withholding requirement for such Tax Obligations is effected) that would satisfy the withholding amount due or (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iiib) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering transferring to the Company already vested and owned Shares having or a fair market value equal to such Tax Obligations, or (v) selling Subsidiary a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between owned by the Date of Grant and a date of any relevant taxable or tax withholding event, Optionee with an aggregate Fair Market Value (as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees date the withholding is effected) that would satisfy the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisewithholding amount due.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cash, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares exercised under the Option, notwithstanding that a number of Shares are held back solely for purposes of paying the Withholding Obligations. To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When the Option is exercisedShares of Restricted Stock vest, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company Administrator in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations tax withholding obligations under the method prescribed under Section 7(ii) and, until determined otherwise by reducing the number of Shares otherwise deliverable to ParticipantAdministrator, this will be the method by which such tax withholding obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time any applicable Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares of Restricted Stock and any right to receive Shares thereunder will be returned to the Option exercise, Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When the Option is exercisedNotwithstanding any contrary provision of this Agreement, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant no certificate representing Shares will be subject issued to applicable taxes in his or her jurisdiction. Pursuant Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligationsincome, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable. All income, employment and other taxes related to the Performance Share Award and any Shares delivered in payment thereof are the sole responsibility of Participant. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligationstax withholding obligation, in whole or in part by one or more of the following (without limitation), if permissible by applicable local law, by ): (ia) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (vb) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionbe withheld. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations tax withholding obligations hereunder at the time of the Option exercisethis Award is otherwise scheduled to vest pursuant to Section 2, Participant agrees and acknowledges and agrees that the Company, in its discretion, shall have the right (but not the obligation) to satisfy any tax withholding obligations by either (i) reducing the number of Shares otherwise deliverable to Participant having a Fair Market Value equal to the minimum amount required to be withheld, or (ii) selling a sufficient number of Shares otherwise deliverable to Participant on Participant’s behalf through such means as the Company may refuse determine in its sole discretion (whether through a broker or otherwise) equal to honor the exercise and refuse amount required to deliver the Shares if such amounts are not delivered at the time of exercisebe withheld.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Option exercise, Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When The Partnership may withhold from any distribution the Option is exercised, Participant generally will recognize immediate U.S. taxable amount so required by applicable Federal or state income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant tax laws with respect to such procedures as distribution (or which the Administrator General Partner reasonably determines may specify from time to time, in the Company and/or Service Recipient shall withhold the amount future be required to be withheld from a constructive distribution arid which is attributable to such actual distribution). Any amount so withheld shall, for purposes of this Agreement, be treated as a distribution from the Partnership to the Person otherwise entitled thereto. Any amount so w ithheld and not at that time treated as held in trust for the payment benefit, of Tax Obligationsthe United States or a state shall be held in trust for the benefit of the Person otherwise entitled thereto until such time as (i) such amount is paid to the United States or a state pursuant to law or (ii) the General Partner determines that the aggregate of the amounts so withheld are in excess of any present or future withholding tax liability in respect of the Person otherwise entitled to such distribution, in which event the Partnership shall pay such excess to the Person entitled thereto. Any funds so withheld and held in trust (other than for the benefit of the United States or a state) may be invested in interest-bearing accounts with such financial institutions (other than an Affiliate of the General Partner) as may be selected by the General Partner, but in no event shall the Partnership or the General Partner be held responsible for the loss of any funds so deposited or for obtaining a rate of interest lower than that which might have been obtained elsewhere. The AdministratorGeneral Partner, in its sole discretion and pursuant to such procedures as it may specify from time to timeabsolute discretion, may permit Participant to satisfy make such Tax Obligations, elections in whole or in part (without limitation), if permissible respect of withholding as are permitted by applicable local law, by (i) paying cash, (ii) electing Federal or state income tax laws. The General Partner may require appropriate documentation with respect to any distribution that the distributee may receive such distribution free of withholding under Federal or state income tax laws. Any amount deposited in respect of a withholding tax requirement in advance of the time such amount would otherwise have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations been distributed (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount which would not result otherwise have been distributed) shall be treated as distributed at the time of such' deposit. Nothing in adverse financial accounting consequences)this section shall be construed as in any way limiting the right of the Partnership or the General Partner to obtain reimbursement, (iii) withholding the amount of such Tax Obligations whether from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker distributee or otherwise) equal to , for any taxes the minimum amount that is necessary to meet Partnership or the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) General Partner may be required to withhold or account for tax pay in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment respect of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges actual or constructive distribution or for any excess distribution resulting from withholding tax requirements. The Units and agrees that the Company may refuse Depositary Units whose status gives rise to honor the exercise and refuse to deliver the Shares if such amounts withholding obligation are not delivered at the time of exercisepledged as security for such reimbursement.

Tax Withholding. When the Option is exercised(a) The Company will assess its requirements regarding federal, Participant generally will recognize immediate U.S. taxable state, and local income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayertaxes, Participant will be subject to FICA taxes, and any other applicable taxes (“Tax Items”) in his or her jurisdictionconnection with the Restricted Stock. Pursuant to such procedures as the Administrator These requirements may specify change from time to timetime as laws or interpretations change. The Company will withhold Tax Items as required by law. Regardless of the Company’s actions in this regard, Xxxxxxx acknowledges and agrees that the Company and/or Service Recipient shall withhold ultimate liability for Tax Items is Xxxxxxx’s responsibility. Xxxxxxx acknowledges and agrees that the amount required Company: (i) makes no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Restricted Stock, including the subsequent sale of Shares acquired under the Plan; and (ii) does not commit to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate liability for Tax Items. (b) Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted Stock or book-entry Shares will be withheld for issued to Grantee, unless and until satisfactory arrangements (as determined by the Committee) have been made by Grantee with respect to the payment of Tax Obligationsincome, employment, and other taxes which the Company determines must be withheld with respect to such Shares so issuable. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Grantee to satisfy such Tax Obligationstax withholding obligation, in whole or in part (without limitation), if permissible ) by applicable local law, by one or more of the following: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value an aggregate Fair Market Value (as of the date the withholding is effected) equal to such Tax Obligationsthe amount required to be withheld, or (vii) selling by authorizing the Company to hold back a sufficient number of such Shares otherwise deliverable to Participant Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) having an aggregate Fair Market Value (as of the date the withholding is effected) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisebe withheld.

Tax Withholding. When The Company may deduct and withhold from any cash otherwise payable to the Option Optionee (whether payable as salary, bonus or other compensation) such amount as may be required for the purpose of satisfying the Company's obligation to withhold Federal, state or local taxes. Further, in the event the amount so withheld is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to insufficient for such procedures as the Administrator may specify from time to timepurpose, the Company and/or Service Recipient shall withhold may require that the amount required Optionee pay to be withheld the Company upon its demand or otherwise make arrangements satisfactory to the Company for the payment of Tax Obligationssuch amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Optionee shall be permitted to satisfy the Company's tax withholding requirements by making a written election (in accordance with such Tax Obligations, rules and regulations and in whole or in part (without limitation), if permissible by applicable local law, by (isuch form as the Committee may determine) paying cash, (ii) electing to have the Company withhold shares of Common Stock otherwise deliverable Shares issuable to the Optionee (the "Withholding Election") or to deliver to the Company shares of Common Stock (the "Delivery Election") in each case having a fair market value on the date income is recognized (the "Tax Date") pursuant to the exercise of the Option equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionbe withheld. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder a Delivery Election is in effect at the time of the Option exerciseexercise of the Option, Participant acknowledges the Optionee shall deliver the shares of Common Stock subject to such Delivery Election on, or as soon as practicable after, the Tax Date. If the number of shares of Common Stock withheld or delivered to satisfy withholding tax requirements shall include a fractional share, the number of shares withheld or delivered shall be reduced to the next lower whole number and agrees that the Optionee shall deliver cash in lieu of such fractional share, or otherwise make arrangements satisfactory to the Company may refuse for payment of such amount. A Withholding Election or Delivery Election must be received by the Secretary of the Company on or prior to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseTax Date.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the amount required to be withheld for the payment of Tax ObligationsObligations or other greater amount up to the maximum statutory rate under Applicable Laws, as applicable to the Participant, if such other greater amount would not result in adverse financial accounting treatment, as determined by the Company, with respect to the filing of an 83(b) Election, or, if an 83(b) Election is not filed or not timely filed, upon each vesting date, or as otherwise required by Applicable Laws. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service RecipientEmployer, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied if a 83(b) Election is not filed or not timely filed, and Participant authorizes the Escrow Holder to take all actions necessary to accomplish the transfer to the Company of the Shares withheld to satisfy the Tax Obligations. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time any applicable Shares of the Option exerciseRestricted Stock otherwise are scheduled to vest pursuant to Section 3, Participant acknowledges such Shares of Restricted Stock will thereupon be forfeited and agrees that automatically transferred to and reacquired by the Company may refuse at no cost to honor the exercise Company and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseParticipant will have no further rights thereunder.

Tax Withholding. When (a) Each of Parent, Merger Sub, the Option is exercisedSurviving Corporation, Participant generally will recognize immediate the Escrow Agent, the Paying Agent (which for purposes of this Agreement shall include any Israeli or other local agent engaged by the Paying agent to process withholding tax payments) and the 102 Trustee, as the case may be, shall be entitled to deduct and withhold (or cause to be deducted or withheld) from the Merger Consideration payable hereunder to any Company Holder, or other payment otherwise payable pursuant to this Agreement or the Escrow Agreement, such amounts as are required to be deducted or withheld therefrom under the Code, the Israeli Tax Ordinance (including any rules and regulations thereunder) or any provision of any U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a federal, state, local or non-U.S. taxpayerLegal Requirement; provided, Participant however, that no withholding will be subject made under Israeli law upon the transfer of the Merger Consideration to the Paying Agent and that the Person intending to withhold pursuant to any provision of U.S. federal, state, or local Law shall notify the Stockholders’ Agent that it intends to deduct and withhold at least ten (10) business days prior to the Closing Date or any subsequent date on which the applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required payment is to be withheld for made pursuant to this Agreement in order to provide any Company Holder with sufficient opportunity to provide any forms or other documentation or take any such other steps in order to properly avoid such withholding (the payment “10-Day Notice Procedure”). Withholding pursuant to other provisions of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures Laws will be as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)set forth below. To the extent determined that amounts are properly withheld in accordance with this Section 1.15(a), the amounts so deducted or withheld shall be timely remitted by Parent, Merger Sub, the Surviving Corporation, the Paying Agent, the 102 Trustee or the Escrow Agent, as the case may be, to the appropriate by Governmental Entity and shall be treated for all purposes as having been paid to such Company Holder in respect of whom such deduction or withholding and remittance to the appropriate Governmental Entity was made. In the case of any amounts withheld, the withholding party shall promptly provide to the Company Holder from which such amounts were withheld written confirmation of the amount so withheld. No U.S. federal, state or local Tax withholding shall be required with respect to payments to Company Stockholders or any other payee of a payment pursuant to this Agreement or the Escrow Agreement, other than with respect to compensatory options, compensation payments, or as otherwise required by Law (including, without limitation, the Foreign Account Tax Compliance Act (“FATCA”)), in its discretionaccordance with the 10-Day Notice Procedure, it will have the right provided that such holders provide properly completed and valid IRS Form W-9 or Form W-8 (but not the obligation) to satisfy or any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding eventsuccessor forms), as applicable, Participant acknowledges and agrees that the Company and/or provides the Service FIRPTA Certificate described in Section 5.8. To the extent that any payment pursuant to this Agreement is not reduced by any deduction or withholding, and such lack of reduction is not attributable to the negligence of Parent, its affiliates (including the Company, the Surviving Corporation, and any Company Subsidiaries), or their agents, the recipient of any amounts that should have been deducted or withheld under applicable Law shall indemnify Parent and its affiliates (including the Surviving Corporation) for any such amounts required to be paid to any Tax Authority, together with any costs and expenses related thereto (including reasonable attorneys’ fees and costs of investigation); provided, however, that in no event shall such recipient be required to indemnify Parent and its affiliates for (i) Taxes of any other Person; (ii) the portion of any costs and expenses (including reasonable attorneys’ fees and costs of investigation) properly attributable to any other Person; and (iii) any amounts in excess of the amount received by such recipient that was the subject of such lack of reduction for deduction or withholding (the “Recipient Withholding Tax Indemnity”). Notwithstanding anything herein to the contrary, other than with respect to compensatory options, compensation payments, or as otherwise required by Law (and/or former employerincluding, without limitation, FATCA), in accordance with the 10-Day Notice Procedure, none of Parent, Merger Sub, the Surviving Corporation, the Escrow Agent and the Paying Agent, or anyone acting on their behalf, as the case may be, shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to or in accordance with this Agreement and the Escrow Agreement to any Company Holder or other payee for U.S. federal, state or local Tax purposes unless (A) Parent, Merger Sub, the Surviving Corporation, the Escrow Agent and the Paying Agent, as the case may be, has not received from such Person a completed IRS Form W-8 or Form W-9 (or any successor form), as applicable, or the FIRPTA Certificate described in Section 5.8, and (B) Parent, Paying Agent, the Surviving Corporation, the Escrow Agent or the Company have previously given written notice of such potential withholding to the Company Holders or other payee and the Company Holders or other payee have had a reasonable opportunity to provide the IRS Form W-8 or Form W-9, as applicable. With respect to any amount to be deducted or withheld under the Israeli Tax Ordinance pursuant to this Section 1.15(a), the applicable portion of the Merger Consideration payable to each of the Company Holders which are subject to deduction or withholding, shall be paid by Parent to the Paying Agent without any withholding and retained by the Paying Agent for the benefit of each such Company Holders for a period of 180 (one hundred eighty) days from Closing or an earlier date requested in writing by a Company Holder in respect of its applicable portion of the Merger Consideration (the “Withholding Deadline”) during which time none of Parent, Merger Sub, the Surviving Corporation, the Israeli Subsidiary, the Escrow Agent, or the Paying Agent shall withhold any Israeli Tax on such consideration, except as provided below, and during which time each of said Company Holders may seek to obtain: (i) a valid ruling or certificate issued by the Israeli Tax Authority regarding the deduction or withholding of Tax (including the reduction of Tax to be required to withhold withheld, an exemption from withholding or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for any other instructions regarding the payment of any required Tax Obligations hereunder at withholding including extensions) and including a ruling allowing the time transfer of the Option exercisewithholding Tax amount to a trustee from any consideration payable to such payee hereunder provided sufficient amount is held in trust to cover the withholding requirement, Participant acknowledges or (ii) a valid certificate issued by the Israeli Tax Authority pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services or Assets), 5737 – 1977, not specifically referring to the transaction hereunder (the ruling or certificate referred to in sub-sections (i) and agrees (ii) above, the “Israeli Tax Certificate”). In the event that no later than seven (7) calendar days before the Withholding Deadline, a Company Holder submits an Israeli Tax Certificate, in form and substance reasonably acceptable to Parent or the Paying Agent upon the advice of Parent’s tax advisor, the Paying Agent shall withhold and transfer to the Israeli Tax Authority such amount of withholding (if any) due from such Company Holder as specified in such Israeli Tax Certificate, and shall pay to such Company Holder only the balance of the payment due to such Company Holder that is not so withheld and shall otherwise act in accordance with such Israeli Tax Certificate. If any Company Holder (A) does not provide the Paying Agent with such Israeli Tax Certificate by the seventh (7) day before the Withholding Deadline, or (B) requests from the Paying Agent in writing to release its portion of the Merger Consideration prior to the Withholding Deadline and fails to submit an Israeli Tax Certificate at or before such time, then the amount to be withheld from such Company Holder’s portion of the Merger Consideration (or, if any applicable Israeli Tax Rulings so provides, only with respect to the portion of the Merger Consideration actually being paid to such Company Holder) shall be calculated according to the applicable withholding rate (plus applicable Israeli Consumer Price Index linkage differences, interest as set forth in section 159A of the Israeli Tax Ordinance (currently, 4% annually) and calculated in NIS based on a US$:NIS exchange rate not lower than the rate on the Closing Date) (the “Applicable Exchange Rate”) as reasonably determined by Parent or the Paying Agent after receipt of advice of Parent’s tax advisors and in accordance with the respective tax ruling. Such amount shall be timely delivered to the Israeli Tax Authority by the Paying Agent, and Paying Agent shall deliver such Company Holder the Payment Confirmation and pay to such Company Holder the balance of the payment due to such Company Holder that is not so withheld. For the avoidance of doubt, if an Israeli Tax Certificate is provided and such certificate does not expressly refer to the entire Company Holder’s portion of the Merger Consideration, no withholding shall be made with respect to such Company Holder’s portion of (i) the Escrow Amount and (ii) the Expense Amount. If however an Israeli Tax Certificate is not provided, and unless the Israeli Tax Rulings expressly provide otherwise, the applicable amount to be withheld from such Company Stockholder’s portion of the Merger Consideration deposited with the Paying Agent will be calculated (as provided above) also on such Company Stockholder’s portion of the Escrow Amount and such Company Stockholder’s portion of the Expense Amount and will be deducted and delivered to the Israel Tax Authority by the Paying Agent as provided above. To the extent the Israeli Tax Rulings determine that the Escrow Fund distributions and any distribution of Expense Amount, if any, to each Company may refuse Stockholder, shall be subject to honor Israeli Tax only upon actual receipt by the applicable Company Stockholder, or if such withholding is otherwise to be made only upon actual receipt by the applicable Company Holder pursuant to this Section, the transfer of such funds to such Company Stockholder shall be subject to withholding and the provision of this Section shall apply, mutatis mutandis. (b) The provisions of Section 1.15(a) above shall not apply to payments made to holders of Company Options and/or Company 102 Shares and/or Company Options subject to Israeli Tax pursuant to Section 3(i) of the Israeli Tax Ordinance, who are subject to Israeli Tax Ordinance, in respect of which applicable amounts will be deducted or withheld under the Israeli Tax Ordinance, unless, with respect to Israeli resident holders of Company Options or Company 102 Shares addressed in the Israeli Options Tax Ruling (or any Interim Option Ruling), the Israeli Options Tax Ruling (or any Interim Option Ruling) shall have been obtained before the 15th of the calendar month following the month during which Closing occurs, and which ruling provides that Parent, Merger Sub, the Surviving Corporation, the Escrow Agent, and the Paying Agent and anyone acting on their behalf shall be exempt from Israeli withholding tax with respect to any of the payments made pursuant to this Agreement to the 102 Trustee or the Paying Agent, as applicable, and further instructing the 102 Trustee or the Paying Agent, as applicable, on the withholding of Israeli tax on such payments. (c) Any withholding made in New Israeli Shekels with respect to payments made hereunder in dollars shall be calculated based on the Applicable Exchange Rate and in such manner as the Parent reasonably determines to be in compliance with the applicable Legal Requirement and any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient. (d) With respect to non-Israeli resident holders of Company Options or of shares deriving from the exercise of Company Options, which were granted such awards in consideration for work or services performed outside of the United States and refuse Israel, such payments shall not be subject to deliver any withholding or deduction of United States or Israeli Tax, but shall be subject to the Shares if Legal Requirements of their jurisdiction of residency, including in respect of any withholding or deduction of Taxes, provided that in respect of Israeli withholding, a declaration in a form reasonably satisfactory to Parent has been provided regarding their non-Israeli residence and confirmation that they were granted such amounts are not delivered at awards in consideration for work or services performed outside of Israel has been provided to Parent according to the time form included in the letter of exercise.transmittal attached as Exhibit E.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Tax Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the applicable Service RecipientRecipient(s), (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (v) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company Administrator in its discretion, it the Administrator will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When Prior to the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayerexercise of the Option, Participant will be subject pay or make adequate arrangements satisfactory to applicable taxes in his the Company and/or the Employer to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer, or her jurisdictiontheir respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, or withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant. Pursuant to such procedures as If withholding is performed from proceeds from the Administrator may specify from time to timesale of Shares acquired upon exercise of the Option, the Company and/or Service Recipient shall may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheld for Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Obligationshis or her obligations for Tax-Related Items, Cyan, Inc. 2013 EIP Ts & Cs of Option – Non-US 2 in whole or in part (without limitation), if permissible by applicable local law, ) by (i) paying cashdelivery of cash or check to the Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary required to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsbe withheld, or (viii) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary required to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administratorbe withheld. Further, if such greater amount would not result in adverse financial accounting consequences). To to the extent determined appropriate by the Company in its discretion, it the Company will have the right (but not the obligation) to satisfy any Tax Obligations obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. FurtherIf the obligation for Tax-Related Items is satisfied by withholding in Shares, if for tax purposes, Participant is deemed to have been issued the full number of Shares subject to tax in more than one jurisdiction between the Date portion of Grant and the Option that was exercised, notwithstanding that a date number of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Shares are held back solely for the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionpurpose of paying the Tax-Related Items. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations Tax-Related Items hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the Option exercise and refuse to deliver the any Shares if pursuant to such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator Committee may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Grantee to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant Grantee may elect if permitted by the AdministratorCommittee, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Grantee’s wages or other cash compensation paid to Grantee by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Grantee owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant Grantee may elect if permitted by the AdministratorCommittee, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”). To , or (vi) such other means as the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionCommittee deems appropriate. If Participant fails to make satisfactory arrangements the Withholding Obligations are satisfied by withholding in Shares, for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.tax

Tax Withholding. When By acceptance of any Bond issued hereunder, unless otherwise prohibited by law, each holder is deemed to agree to provide to the Option is exercisedCompany, Participant generally will recognize immediate U.S. taxable income if Participant is the Trustee or any agent any information or certification that may be required under applicable law with respect to withholding, backup withholding or information reporting, and update or replace such form, information or certification in accordance with its terms or its subsequent amendments to the extent necessary. Notwithstanding any other provision of this Supplemental Indenture, failure of a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject holder to applicable taxes provide the required tax certificates and information may result in his or her jurisdiction. Pursuant amounts of tax being withheld from the payment to such procedures holder without liability, provided that, except as otherwise required by applicable law, the Administrator may specify Company and Trustee will not withhold from any applicable payment to be made to a holder of a Bond that is not a United States Person any tax so long as such holder shall have delivered to the Company (in such number of copies as shall be requested) on or about the date on which such holder becomes a holder under this Supplemental Indenture (and from time to timetime thereafter upon the reasonable request of the Company, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole Trustee or in part (without limitationany agent), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (copies of IRS Form W-8BEN or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding eventIRS Form W-8BEN-E, as applicable, Participant acknowledges as well as the applicable “U.S. Tax Compliance Certificate”, and agrees that the Company and/or the Service Recipient (and/or former employerany successor or additional form, information or certification as applicable) may be required by applicable law, in each case correctly completed and executed. The Company, the Trustee, or any agent, as the case may be, shall make such payment after such withholding or deduction has been made and shall account to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements the relevant authorities for the amount so withheld or deducted. The Company, the Trustee, or any agent, as the case may be, shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. The Company agrees to provide to the Trustee, upon request, sufficient information about Bond holders or other applicable parties and/or transactions (including any required Tax Obligations hereunder at modification to the time terms of such transactions), to the extent that such information is in the possession of the Option exerciseCompany, Participant acknowledges and agrees so as to enable the Trustee to determine whether it has tax related obligations under applicable law. Nothing in this Section 4.09 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company may refuse or Trustee is required to honor obtain such information under applicable law with respect to withholding, backup withholding or information reporting and, in such event, the exercise Company and refuse Trustee shall treat any such information it receives as confidential (except to deliver the Shares if extent necessary to report to the applicable taxing authority). The terms of this section shall survive the resignation or removal of the Trustee and the termination of this Supplemental Indenture. In connection with any proposed transfer of a Bond, the transferor shall be required to use commercially reasonable efforts to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee shall be entitled to rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such amounts are not delivered at the time of exerciseinformation.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Performance Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Performance Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Performance Units and any right to receive Shares thereunder and such Performance Units will be returned to the Option exercise, Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash 4820-6121-2660.2 compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When Shares of Restricted Stock vest (or upon such earlier time a participant makes an election under Section 83(b) of the Option is exercisedCode), Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. non‑U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it Participant may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding electing to have the Company withhold the amount of such Tax Obligations from Participant’s wages or other cash compensation paid payable to Participant by the Company and/or the Service RecipientEmployer, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder hereunder, Participant will permanently forfeit such Restricted Stock, and the Restricted Stock will be returned to the Company at no cost to the time of the Option exercise, Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When Prior to the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayervesting of the Restricted Stock Units and settlement and issuance of Shares, Participant will be subject pay or make adequate arrangements satisfactory to applicable taxes in his or her jurisdiction. Pursuant the Company and/or the Employer to such procedures as the Administrator may specify from time to timesatisfy all withholding and payment obligations of Tax-Related Items of Participant, the Company and/or Service Recipient shall the Employer. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, or withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant. If withholding is performed from proceeds from the sale of Shares acquired upon vesting of the Restricted Stock Units, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheld for Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the payment of Tax Obligations. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Obligationshis or her obligations for Tax-Related Items, in whole or in part (without limitation), if permissible by applicable local law, ) by (i) paying cashdelivery of cash or check to the Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value (measured as of the delivery date) equal to the minimum amount that is necessary statutory amounts required to meet the withholding requirement be withheld for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administratorfederal, if such greater amount would not result in adverse financial accounting consequences)state, and local tax purposes, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary required to meet the withholding requirement for such Tax Obligations be withheld, or (or such greater amount as Participant may elect if permitted iv) any other arrangement approved by the AdministratorCompany or the Committee (and in compliance with the Company’s ixxxxxx xxxxxxx policy, if such greater amount would not result applicable; provided, that if Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Committee (as constituted in adverse financial accounting consequences)accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from the alternatives above, any share withholding procedure will be subject to the express prior approval of the Committee, and the Committee shall establish the method prior to the taxable or withholding event. To Further, to the extent determined appropriate by the Company in its discretion, it the Company will have the right (but not the obligation) to satisfy any Tax Obligations obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. FurtherIf the obligation for Tax-Related Items is satisfied by withholding in Shares, if for tax purposes, Participant is deemed to have been issued the full number of Shares subject to tax the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely in more respect of the Tax-Related Items. In the event the Company’s obligation to withhold arises prior to the delivery to Participant of Common Stock or it is determined after the delivery of Common Stock to Participant that the amount of the Company’s withholding obligation was greater than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicableamount withheld by Participant, Participant acknowledges agrees to indemnify and agrees that hold the Company and/or harmless from any failure by the Service Recipient (and/or former employer, as applicable) may be required Company to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseproper amount.

Tax Withholding. When the Option is exercised(a) Subject to Section 3.2(b), Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal withholding tax obligations with respect to the minimum amount that is necessary to meet Award may be by any of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsfollowing, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means combination thereof, as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its sole discretion: (i) Cash or check; (ii) In whole or in part by delivery of Shares, it will have including Shares delivered by attestation and Shares retained from the right Award creating the tax obligation, valued at their Fair Market Value on the date of delivery; or (but not iii) In whole or in part by the obligation) to satisfy any Tax Obligations by reducing the number Company withholding of Shares otherwise deliverable vesting or issuable under this Award in satisfaction of any applicable withholding tax obligations. (b) Unless the Company otherwise determines, and subject to Section 9.10 of the Plan, payment of the withholding tax obligations with respect to the Award shall be by delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the applicable tax withholding obligations. (c) Subject to Section 9.5 of the Plan, the applicable tax withholding obligation will be determined based on Participant’s Applicable Withholding Rate. Further, Participant’s “Applicable Withholding Rate” shall mean (i) if Participant is subject to tax in more than one jurisdiction between Section 16 of the Date Exchange Act, the greater of Grant and a date of any relevant taxable or (A) the minimum applicable statutory tax withholding eventrate or (B) with Participant’s consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to the underlying transaction, or (ii) if Participant is not subject to Section 16 of the Exchange Act, the minimum applicable statutory tax withholding rate or such other higher rate approved by the Company; provided, however, that (i) in no event shall Participant’s Applicable Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for avoid the payment of any required Tax Obligations hereunder at the time liability classification of the Option exerciseapplicable award under generally accepted accounting principles in the United States of America); and (ii) the number of Shares tendered or withheld, Participant acknowledges and agrees that if applicable, shall be rounded up to the Company may refuse nearest whole Share sufficient to honor cover the exercise and refuse applicable tax withholding obligation, to deliver the Shares if such amounts are extent rounding up to the nearest whole Share does not delivered at result in the time liability classification of exercisethe RSUs under generally accepted accounting principles.

Tax Withholding. When (a) The Purchaser Entities shall not deduct or withhold any Taxes from any amounts payable pursuant to this Agreement unless such deduction or withholding of Taxes is required under applicable Law. In the Option is exercisedevent any applicable Law requires the deduction or withholding of any Tax from any such payments, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will then the Purchaser Entities shall be subject entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Entity in accordance with applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax ObligationsLaw. The AdministratorPurchaser Entities shall give the Sellers ten (10) days prior written notice of its intent to make any deduction or withholding (and explaining in reasonable detail the basis therefor) and shall afford the Sellers an opportunity to provide, and shall cooperate with the Sellers to establish, any applicable reduction of or exemption from such deduction or withholding, and shall consider in its sole discretion and good faith any comments made by the Sellers to the effect that such deduction or withholding is not required under applicable Law; provided, that the Purchaser Entities shall have no obligation to provide notice to a Seller pursuant to such procedures this Section 2.10(a) prior to deducting or withholding any amounts as it may specify from time a result of a failure to time, may permit Participant deliver any certification pursuant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequencesSection 6.2(b)(vi). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy that any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at so deducted or withheld and paid over to the time applicable taxing authority in accordance with the requirements of exercisethis Section 2.10(a), such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. (b) The FC Group Entities will deduct and withhold from any payments required to be made to current or former directors, officers, employees and consultants or holders of Options pursuant to this Agreement such amounts that are required to be deducted and withheld with respect to the making of such payments under the Tax Act or any provision of any other Law. To the extent amounts are so withheld, (i) the Purchaser Entities shall cause such amounts to be duly and timely remitted by the applicable FC Group Entity to the applicable Governmental Entity, and (ii) to the extent such amounts are so duly and timely remitted, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the current or former director, officer, employee or consultant or holder of an Option in respect of which such deduction and withholding was made.

Tax Withholding. When (1) The Issuer shall notify each Agent in the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant event that they determine that any payment to be made by an Agent under the Notes is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will payment which could be subject to applicable taxes in his or her jurisdiction. Pursuant FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated; provided, however, that the Issuers’ obligations under this Section 2.15(h) shall apply only to the extent that such procedures as the Administrator may specify from time to timepayments are so treated by virtue of characteristics of either Issuer, the Company and/or Service Recipient Notes, or both. (2) Notwithstanding any other provision of this Indenture, each Agent shall withhold be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount required so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be withheld required by Applicable Law for the payment purposes of Tax Obligations. The Administrator, this Section 2.15(h)(ii). (3) In the event that the Issuer determines in its sole discretion and pursuant that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganize any such procedures as payment in any way that it sees fit in order that the payment may specify from time to timebe made without such deduction or withholding provided that, may permit Participant to satisfy any such Tax Obligations, in whole redirected or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that reorganized payment is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether made through a broker or otherwise) equal to recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuer will promptly notify the minimum amount that is necessary to meet Agents and the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date Trustee of any relevant taxable such redirection or tax reorganization. For the avoidance of doubt, FATCA Withholding is a deduction or withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may which is deemed to be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements by Applicable Law for the payment purposes of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisethis Section 2.15(h)(iii).

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator Committee may specify from time to time, the Company and/or applicable Service Recipient shall Recipient(s) will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Grantee to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant Grantee may elect if permitted by the AdministratorCommittee, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Grantee’s wages or other cash compensation paid to Grantee by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Grantee owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant Grantee may elect if permitted by the AdministratorCommittee, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Committee deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company Committee in its discretion, it the Committee will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Grantee for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Xxxxxxx agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Participant acknowledges Withholding Obligations and agrees that any associated broker or other fees will be paid to Grantee in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold any applicable U.S. federal, state and local income, employment and other taxes as well as any applicable non-U.S. income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the amount required to Plan which the Company determines must be withheld for (the payment of “Tax ObligationsWithholding”). [If Participant is subject to taxation in more than one jurisdiction, Participant acknowledges that Tax Withholding may apply in more than one jurisdiction.] The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax ObligationsWithholding, in whole or in part (without limitation), if permissible by applicable local law, ) by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Withholding, (iiic) withholding the amount of such Tax Obligations Withholding from Participant’s wages or other cash compensation paid or amounts that are owed to Participant by the Company and/or or any Parent or Subsidiary of the Service RecipientCompany, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax ObligationsWithholding, or and/or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of the Tax Withholding [(on Participant’s behalf pursuant to this authorization without further consent), provided that in each case the Company may consider applicable minimum amount statutory withholding rates or other applicable withholding rates, including (to the extent permitted under the Plan) up to the maximum rate applicable in Participant’s jurisdiction. In the event a maximum rate is used, Participant acknowledges that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by receive a refund of any over-withheld amount in cash (either from the AdministratorCompany or a Parent or Subsidiary of the Company or from the relevant tax authorities) but that Participant will have no entitlement to the equivalent amount in Shares. Participant further acknowledges that the responsibility for any and all tax-related items related to participation in the Plan is Participant’s and may exceed the amount actually withheld, if such greater amount would not result in adverse financial accounting consequences). any.] To the extent determined appropriate by the Company in its discretion, it will shall have the right (but not the obligation) to satisfy any Tax Obligations Withholding by reducing withholding otherwise deliverable Shares, as described in (b) above and, until determined otherwise by the Company, this will be the method by which such Tax Withholding is satisfied. [If the Tax Withholding is satisfied by such method, for tax purposes, Participant will be deemed to have been issued the full number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date vested Restricted Stock Units, notwithstanding that some Shares are held back solely for the purpose of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that satisfying the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. Tax Withholding.] If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations Withholding hereunder at the time of any applicable taxable event related to the Option exerciseRestricted Stock Units, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such Tax Withholding amounts are not delivered at the time of exercisethey are due.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligationswithheld, if any, with respect to taxes and other withholdings (“Company Withholdings”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit is authorized to require the Participant to satisfy such Tax ObligationsObligations by a prescribed method, in whole or in part (without limitation), if permissible by applicable local law. The Administrator has determined that the Company shall satisfy any Company Withholdings for (i) any Participant who is subject to Section 16 of the Exchange Act through the Withhold to Cover method (as defined below), and (ii) any other Participant through the Sell to Cover method (as defined below). If a Participant is under any trading restrictions on any vesting date (e.g., due to a quarterly blackout or special blackout imposed by the Company, or due to the Service Provider’s entry into a 10b5-1 trading plan under which a sale of Shares into the market would be prohibited), the Company shall satisfy any Company Withholdings for such Service Provider through the Withhold to Cover method. The Company is authorized to require a Participant to satisfy Tax Obligations by any of the following methods: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations Company Withholdings (such withholding method, “Sell to Cover”), (iii) having the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement, if any (such withholding method, “Withhold to Cover”), (iii) deducting any Company Withholdings from the Participant’s wages or such greater amount as other cash compensation paid to the Participant may elect if by the Company and/or the Service Recipient, or (iv) delivering to the Company already vested and owned Shares that, unless specifically permitted by otherwise in the discretion of the Administrator, have been previously owned and held by Participant for at least six months having a Fair Market Value equal to such Company Withholdings. If the Participant fails to make satisfactory arrangements for the payment of any such Company Withholdings hereunder at the time any applicable PRSUs otherwise are scheduled to vest pursuant to Sections 3, 4, or 5, or if Company is not able to do so due to the inaction of the Participant, the Participant may, in the Company’s sole discretion, permanently forfeit such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by PRSUs and any right to receive Shares thereunder and such PRSUs will be returned to the Company in its discretion, it will have at no cost to the right (but not Company. The Participant acknowledges and agrees that the obligation) Company may refuse to satisfy deliver the Shares if the Participant fails to make satisfactory arrangements for the timely payment of any Tax Obligations by reducing such Company Withholdings. If the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Grant Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise)(on Participant’s behalf pursuant to this authorization without further consent) having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations. The Company may withhold or account for Tax Obligations (by considering statutory or other withholding rates, including minimum or maximum rates applicable in Participant’s jurisdiction(s), provided such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would rates do not result in adverse financial accounting consequences. In the event of over-withholding, Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Participant may seek a refund from the local tax authorities. To In the extent determined appropriate by event of under-withholding, Participant may be required to pay any additional Tax Obligations directly to the applicable tax authority or to the Company in its discretion, it will have and/or the right (but not Service Recipient. If the obligation) to satisfy any obligation for Tax Obligations is satisfied by reducing withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares otherwise deliverable subject to Participantthe vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax Obligations. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Option exercise, Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered satisfied at the time of exercisethey are due.

Tax Withholding. When Holder agrees to make appropriate arrangements with the Option is exercisedCompany (or the Related Entity employing or retaining Holder) for the satisfaction of all U.S. Federal, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a state, local and non-U.S. taxpayer(including PRC) income and employment tax withholding requirements applicable to any Option exercise, Participant will be subject disposition of the Option or the Shares issued pursuant to applicable taxes the exercise of the Option (“Required Tax Payments”). Holder acknowledges and agrees that the Company may, in his its discretion, refuse to honor any exercise of the Option, refuse to deliver the Shares in respect of any such exercise or her jurisdictiondeduct Required Tax Payments from any amount then or thereafter payable by the Company to Holder if any Required Tax Payments are not delivered at or prior to the time of exercise. Pursuant to such procedures as To the Administrator may specify from time to timeextent required by Applicable Law of PRC or otherwise determined appropriate by the Company in its discretion and permissible under Applicable Law of PRC, the Company (and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it Related Entity employing or retaining Holder) may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted all applicable taxes legally payable by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations Holder from ParticipantHolder’s wages or other cash compensation paid payable to Participant Holder by the Company (and/or the Service RecipientRelated Entity employing or retaining Holder) or from proceeds from the sale of Shares acquired upon the exercise of the Option in an amount sufficient to cover such tax obligations, (ivii) delivering reduce the number of Shares otherwise deliverable to Holder equal to the Company already vested and owned Shares having a fair market value equal minimum amount statutorily required to such Tax Obligations, be withheld or (viii) selling sell a sufficient number of such Shares otherwise deliverable to Participant Holder through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if The Participant is a U.S. taxpayerresponsible for payment or satisfaction of any federal, state, local and other taxes which must be paid or withheld in connection with this Award and the vesting of Shares hereunder, and no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until such satisfactory arrangements shall have been made. If The Company and its subsidiaries are authorized to deduct from any payment owed to Participant is a non-U.S. taxpayer, Participant will be subject to applicable any taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for with respect to the payment grant and/or vesting of Tax Obligations. The Administrator, the Shares in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value an amount equal to the minimum amount maximum statutory rate for each applicable jurisdiction. If the Participant is subject to Section 16 of the Exchange Act at the time the tax withholding obligation becomes due, the Administrator will satisfy any tax withholding obligation by directing the Company to withhold a number of whole Shares from those that is necessary to meet Participant would otherwise have received upon the vesting of the Award having a Fair Market Value (determined as of the date on which the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseobligation arises) equal to the minimum amount that is necessary maximum statutory tax withholding rate for each applicable jurisdiction (with any shortfall in withholding due to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted fractional shares to be paid in cash by Participant), unless otherwise agreed by the AdministratorAdministrator and the Participant. If the Participant is not subject to Section 16 of the Exchange Act at the time the tax withholding obligation becomes due, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company Administrator may decide in its sole discretion, it will have at the right (but not time such tax withholding obligation arises, to allow the obligation) Participant to satisfy any Tax Obligations tax withholding obligation by reducing directing the Company to withhold a number of whole Shares from those that Participant would otherwise deliverable have received upon the vesting of the Award having a Fair Market Value (determined as of the date on which the withholding obligation arises) equal to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or maximum statutory tax withholding eventrate for each applicable jurisdiction (with any shortfall in withholding due to fractional shares to be paid in cash by Participant), as applicable, Participant acknowledges unless otherwise agreed by the Administrator and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseParticipant.

Tax Withholding. When By acceptance of any Bond issued hereunder, unless otherwise prohibited by law, each holder is deemed to agree to provide to the Option is exercisedCompany, Participant generally will recognize immediate U.S. taxable income if Participant is the Trustee or any agent any information or certification that may be required under applicable law with respect to withholding, backup withholding or information reporting, and update or replace such form, information or certification in accordance with its terms or its subsequent amendments to the extent necessary. Notwithstanding any other provision of this Supplemental Indenture, failure of a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject holder to applicable taxes provide the required tax certificates and information may result in his or her jurisdiction. Pursuant amounts of tax being withheld from the payment to such procedures holder without liability, provided that, except as otherwise required by applicable law, the Administrator may specify Company and Trustee will not withhold from any applicable payment to be made to a holder of a Bond that is not a United States Person any tax so long as such holder shall have delivered to the Company (in such number of copies as shall be requested) on or about the date on which such holder becomes a holder under this Supplemental Indenture (and from time to timetime thereafter upon the reasonable request of the Company, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole Trustee or in part (without limitationany agent), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (copies of IRS Form W-8BEN or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding eventIRS Form W-8BEN-E, as applicable, Participant acknowledges as well as the applicable “U.S. Tax Compliance Certificate”, and agrees that the Company and/or the Service Recipient (and/or former employerany successor or additional form, information or certification as applicable) may be required by applicable law, in each case correctly completed and executed. The Company, the Trustee, or any agent, as the case may be, shall make such payment after such withholding or deduction has been made and shall account to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements the relevant authorities for the amount so withheld or deducted. The Company, the Trustee, or any agent, as the case may be, shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. The Company agrees to provide to the Trustee, upon request, sufficient information about Bond holders or other applicable parties and/or transactions (including any required Tax Obligations hereunder at modification to the time terms of such transactions), to the extent that such information is in the possession of the Option exerciseCompany, Participant acknowledges and agrees so as to enable the Trustee to determine whether it has tax related obligations under applicable law. Nothing in this Section 7.09 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company may refuse or Trustee is required to honor obtain such information under applicable law with respect to withholding, backup withholding or information reporting and, in such event, the exercise Company and refuse Trustee shall treat any such information it receives as confidential (except to deliver the Shares if extent necessary to report to the applicable taxing authority). The terms of this section shall survive the resignation or removal of the Trustee and the termination of this Supplemental Indenture. In connection with any proposed transfer of a Bond, the transferor shall be required to use commercially reasonable efforts to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee shall be entitled to rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such amounts are not delivered at the time of exerciseinformation.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant On the date liability for Tax Obligations arises with respect to this Award, then such Tax Obligations will be satisfied by having the Company withhold otherwise deliverable Shares having a fair market value equal to the maximum statutory tax rate applicable to Participant for the tax jurisdiction applicable to Participant at the time the Tax Obligation arises, which will be accomplished pursuant to such procedures as the Administrator Company may specify from time to time, the Company and/or Service Recipient shall withhold the amount required . If Tax Obligations are not able to be withheld for satisfied in this manner, then the payment of Tax Obligations. The AdministratorAdministrator may permit, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, ) by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary required to meet the withholding requirement for such Tax Obligations be withheld (or such greater higher amount as Participant may elect if permitted by the Administrator, if such greater amount Administrator determines would not result in adverse financial accounting consequencesconsequences to the Company as the Administrator determines in its sole discretion), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsthe amount required to be withheld, or (viv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionbe withheld. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations tax withholding obligations hereunder at the time of the Option exerciseany applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant acknowledges will permanently forfeit such Restricted Stock Units and agrees that any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company may refuse at no cost to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseCompany.

Tax Withholding. When Purchaser acknowledges that, absent a change in Applicable Law (for the Option is exercisedavoidance of doubt, Participant generally including the Treaty), its interpretation or practice, after the date hereof, and provided that the Seller timely provides all required and properly completed required tax forms necessary to claim the benefits of a complete exemption from withholding tax, including with respect to Seller’s eligibility under the Convention between the United States and the Netherlands signed on December 18, 1992 (the “Treaty”), it will recognize immediate U.S. taxable not deduct or withhold any United States federal income if Participant is a U.S. taxpayerTaxes from the Milestone Payments and Royalty Payments. If Participant is a non-U.S. taxpayerPurchaser (or any of its Affiliates or agents, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator case may specify be) shall be entitled to deduct and withhold any Taxes from time any other amounts payable pursuant to timethis Agreement such amounts, the Company and/or Service Recipient shall withhold the amount if any, as are required under Applicable Law to be so withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)deducted. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at so withheld and remitted to the time relevant Governmental Entity, such withheld amounts shall be treated for all purpose of exercisethis Agreement as having been paid to the Person in respect of whom such withholding was made, and in a timely manner and as promptly as reasonably practicable Purchaser (or any of its Affiliates) shall transmit to Sellers an official Tax certificate or other reasonable evidence of such Tax obligations and supporting calculations, together with proof of payment from the relevant Governmental Entity or other reasonable documentation in support thereof of all amounts deducted and withheld sufficient to enable Sellers to claim such payment of Taxes with the appropriate Governmental Entity. Purchaser and its Affiliates shall provide Sellers with prior written notice of Purchaser’s (or any of its Affiliate’s) intention to withhold, the legal basis therefor and a reasonable opportunity to furnish forms, certificates or other items that would reduce or eliminate such withholding Taxes. Each party agrees to use commercially reasonable efforts and to cooperate with the other party to minimize any anticipated withholding Tax required to be paid under any provision of federal, state, local, or foreign Tax law with respect to the payments made by Purchaser to Sellers or their Affiliates under this Agreement.

Tax Withholding. When The Company may make such provisions and take such steps as it deems necessary or appropriate for the Option withholding of any taxes that the Company is exercisedrequired by law or regulation of any governmental authority, whether Federal, state, or local, to withhold in connection with the Performance Units or Shares subject to this Agreement. The Participant generally will recognize immediate U.S. taxable income if shall elect, prior to any tax withholding event related to this Award and at a time when the Participant is not aware of any material nonpublic information about the Company and the Participant would be permitted to engage in a U.S. taxpayer. If Participant is a non-U.S. taxpayertransaction in the Company's securities under the Company's Securities Trading Policy, whether the Participant will be subject to applicable satisfy all or part of such tax withholding requirement by paying the taxes in his cash or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount statutory withholding that is necessary may be imposed on the transaction (based on minimum statutory withholding rates for Federal, state, and local tax purposes, as applicable, that are applicable to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted transaction). The Participant's election shall be irrevocable, made in writing, signed by the AdministratorParticipant, if such greater amount would not result and shall be subject to any restrictions or limitations that the Committee, in adverse financial accounting consequences)its sole discretion, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid deems appropriate. If Participant fails to Participant by make an election, the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned will withhold Shares having a fair market value equal to such Tax Obligationsthe minimum statutory withholding that may be imposed on the transaction, or (v) selling a sufficient number as provided above. For purposes of such Shares otherwise deliverable tax withholding pursuant to Participant through such means as this Section 2.10, unless applicable laws and regulations dictate otherwise, the Company may shall determine in its sole discretion (whether through fair market value based on the closing price of a broker Share as reported on the New York Stock Exchange or otherwise) equal to other applicable public market on the minimum amount that is necessary to meet business day immediately preceding the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisePSU Payment Date.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligationswithheld, if any, with respect to taxes and other withholdings (“Company Withholdings”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit is authorized to require the Participant to satisfy such Tax ObligationsObligations by a prescribed method, in whole or in part (without limitation), if permissible by applicable local law. The Administrator has determined that the Company shall satisfy any Company Withholdings for (i) any Participant who is subject to Section 16 of the Exchange Act through the Withhold to Cover method (as defined below), and (ii) any other Participant through the Sell to Cover method (as defined below). If a Participant is under any trading restrictions on any vesting date (e.g., due to a quarterly blackout or special blackout imposed by the Company, or due to the Service Provider’s entry into a 10b5-1 trading plan under which a sale of Shares into the market would be prohibited), the Company shall satisfy any Company Withholdings for such Service Provider through the Withhold to Cover method. The Company is authorized to require a Participant to satisfy Tax Obligations by any of the following methods: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations Company Withholdings (such withholding method, “Sell to Cover”), (iii) having the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement, if any (such withholding method, “Withhold to Cover”), (iii) deducting any Company Withholdings from the Participant’s wages or such greater amount as other cash compensation paid to the Participant may elect if by the Company and/or the Service Recipient, or (iv) delivering to the Company already vested and owned Shares that, unless specifically permitted by otherwise in the discretion of the Administrator, have been previously owned and held by Participant for at least six months having a Fair Market Value equal to such Company Withholdings. If the Participant fails to make satisfactory arrangements for the payment of any such Company Withholdings hereunder at the time any applicable RSUs otherwise are scheduled to vest pursuant to Sections 3, 4, 5, 6, or 7, or if Company is not able to do so due to the inaction of the Participant, the Participant may, in the Company’s sole discretion, permanently forfeit such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by RSUs and any right to receive Shares thereunder and such RSUs will be returned to the Company in its discretion, it will have at no cost to the right (but not Company. The Participant acknowledges and agrees that the obligation) Company may refuse to satisfy deliver the Shares if the Participant fails to make satisfactory arrangements for the timely payment of any Tax Obligations by reducing such Company Withholdings. If the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Grant Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When The Participant shall be required to pay to the Option Company in cash (by check or wire transfer) such amount as the Company determines that it is exercisedrequired to withhold under applicable U.S. federal, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a state or local and non-U.S. taxpayertax laws in respect of the Shares, Participant will be subject and the Company shall have the right and is hereby authorized to applicable withhold any cash, shares of Common Stock, other securities or other property deliverable under the Shares, the amount (in cash, Shares, other securities or other property) of any required withholding taxes in his or her jurisdiction. Pursuant respect of the Shares, and to take any such procedures other action as the Administrator may specify from time to time, Committee or the Company and/or Service Recipient shall withhold the amount required deem necessary to be withheld satisfy all obligations for the payment of Tax Obligations. The Administratorsuch withholding taxes, if applicable; provided that the Committee may, in its sole discretion and pursuant discretion, allow such withholding obligation to such procedures as it be satisfied by any other method described in Section 14(d) of the Plan. The Company may specify from time to time, may permit (but is not obligated to) require the Participant to satisfy such Tax Obligationssatisfy, in whole or in part (without limitation)part, if permissible the tax obligations by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having withholding shares of Common Stock with a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligationswithholding liability. If the Date of Grant occurs during a blackout period under the Company’s xxxxxxx xxxxxxx policy, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right discretion may (but shall not be obligated to) arrange for the obligation) sale of a number of shares of Common Stock to be delivered to the Participant to satisfy any Tax Obligations by reducing the number applicable withholding obligations. Such shares of Shares otherwise deliverable to Participant. Further, if Common Stock shall be sold on behalf of the Participant is subject to tax in more than one jurisdiction between through the Date Company’s transfer agent on the facilities of Grant and a date the NYSE or through the facilities of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that other exchange on which the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder Common Stock is listed at the time of the Option exercise, Participant acknowledges and agrees that such sale. The obligations of the Company may refuse under this Agreement will be conditional on such payment or arrangements, and the Company will, to honor the exercise and refuse extent permitted by law, have the right to deliver the Shares if deduct any such amounts are not delivered at the time withholding taxes from any payment of exerciseany kind otherwise due to Participant.

Tax Withholding. When Shares are issued as payment for vested Restricted Stock Units, the Option is exercised, Participant generally will recognize immediate U.S. taxable income if the Participant is a U.S. taxpayer. If the Participant is a non-U.S. taxpayer, the Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as the Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as the Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations through the method described in clause (ii) above and, until determined otherwise by reducing the number of Shares otherwise deliverable to ParticipantCompany, the method described in clause (ii) above will be the method by which such Tax Obligations are satisfied. Further, if the Participant is subject to tax in more than one jurisdiction between the Grant Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If the Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3, 4, 5, or 6 the Option exercise, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the Company. The Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When If any federal, foreign, state or local jurisdiction requires the Option is exercisedCompany to withhold taxes or other amounts with respect to any Member’s allocable share of Net Profits, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayeror any portion thereof, Participant will be subject or with respect to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to timedistributions, the Company and/or Service Recipient shall withhold from distributions or other amounts then due to such Member (or shall pay to the relevant taxing authority with respect to amounts allocable to such Member) an amount necessary to satisfy the withholding responsibility. In such a case, the Member for whom the Company has paid the withholding tax shall be deemed to have received the withheld distribution or other amount so paid, and to have paid the withholding tax directly. If it is anticipated that at the due date of the Company’s withholding obligation the Member’s share of cash distributions or other amounts due is less than the amount required of the withholding obligation, the Member to be withheld for which the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to withholding obligation applies shall have the Company withhold otherwise deliverable Shares having a fair market value equal option to pay to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding Company the amount of such Tax Obligations from Participant’s wages or other cash compensation shortfall. In the event a Member fails to make such payment and the Company nevertheless pays the full amount to be withheld, the amount paid to Participant by the Company and/or the Service Recipient, (iv) delivering to shall be deemed a nonrecourse loan from the Company already vested and owned Shares having a fair market value equal to such Tax ObligationsMember bearing interest at the lower of the Prime Rate or the maximum rate permitted by law, and the Company shall apply all distributions or (v) selling a sufficient number payments that would otherwise be made to such Member toward payment of the loan and interest, which payments or distributions shall be applied first to interest and then to principal until the loan is repaid in full. Each Member agrees to cooperate fully with the Company’s efforts to comply with the Company’s tax withholding and information reporting obligations and agrees to provide the Company with such Shares otherwise deliverable to Participant through such means information as the Company may determine reasonably request from time to time in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for connection with such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseobligations.

Tax Withholding. When Notwithstanding any other provision of this Agreement: ​ (a) The Company Group shall have the Option is exercisedauthority to deduct or withhold, or require Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayerto remit to the applicable Company Group Member, Participant will be subject an amount sufficient to satisfy any applicable federal, state, local and foreign taxes in his or her jurisdiction. Pursuant to such procedures as (including the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount employee portion of any FICA obligation) required by Applicable Law to be withheld for the payment of Tax Obligationswith respect to any taxable event arising pursuant to this Agreement. The Administrator, Company Group may withhold or Participant may make such payment in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole one or in part (without limitation), if permissible by applicable local law, by more of the forms specified below: ​ (i) paying cashby a bank wire transfer, an ACH (automated clearing house) mechanism, or any other means of electronic funds transfer made payable to the Company Group Member with respect to which the withholding obligation arises; ​ (ii) electing by the deduction of such amount from other compensation payable to have Participant; ​ (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold otherwise deliverable a net number of Shares issuable upon the exercise of the Option having a fair market value equal then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the minimum Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount that is necessary to meet satisfy the withholding requirement obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such Tax Obligations taxable income; (or v) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such greater amount withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as Participant may elect if permitted be required by the Administrator, if but in any event not later than the settlement of such greater amount would not result sale; or ​ (vi) in adverse financial accounting consequencesany combination of the foregoing. ​ (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 5.1(a), (iii) withholding the amount Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of such Tax Obligations from Participant’s wages required payment obligation pursuant to Section 5.1(a)(ii) or other cash compensation paid to Participant by the Company and/or the Service Recipient, (ivSection 5.1(a)(iii) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsabove, or (v) selling a sufficient number any combination of such Shares otherwise deliverable to Participant through such means the foregoing as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the minimum exercise of the Option to, or to cause any such Shares to be held in book-entry form by, Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount that is necessary of all federal, state, local and foreign taxes applicable with respect to meet the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option. ​ (c) In the event any tax withholding requirement obligation arising in connection with the Option will be satisfied under Section 5.1(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) purpose to satisfy any Tax Obligations by reducing the sell on Participant’s behalf a whole number of Shares otherwise deliverable from those Shares then issuable upon the exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 5.1(c), including the transactions described in the previous sentence, as applicable. FurtherThe Company may refuse to issue any Shares to Participant until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 5.1(c) if Participant is subject to tax such delay will result in more than one jurisdiction between a violation of Section 409A. ​ (d) In the Date of Grant and a date event of any relevant taxable broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 5.1(a)(v) or Section 5.1(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding eventobligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges and agrees that the Company and/or or its designee is under no obligation to arrange for such sale at any particular price, and that the Service Recipient proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (and/or former employerf) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, as applicableParticipant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation. ​ (e) may be required to withhold Any tax consequences arising from the grant or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for exercise of the Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or its Affiliates, or Participant), hereunder, shall be borne solely by Participant. Participant is ultimately liable and responsible for, and, to the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in connection with the Option, regardless of any required Tax Obligations hereunder at action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the time Option. No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option exercise, Participant acknowledges or the subsequent sale of Shares. The Company Group does not commit and agrees that is under no obligation to structure the Company may refuse Option to honor reduce or eliminate Participant’s tax liability. (f) The receipt of the Option and the acquisition of the Shares to be issued upon the exercise and refuse to deliver of the Shares if such amounts are not delivered at the time of exercise.Option may result in tax consequences. PARTICIPANT IS ADVISED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. ​

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashcash (in U.S. dolloars), (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise and on Participant’s behalf pursuant to this authorization) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent Until determined appropriate otherwise by the Company Administrator, the method set forth in its discretion, it clause (v) will have be the right (but not the obligation) to satisfy any method by which such Tax Obligations by reducing the number of Shares otherwise deliverable to Participantare satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 13, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of all Tax Obligations required to be withheld (the “Withholding Obligations”). When the Option is exercisedShares of Restricted Stock are vested, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax ObligationsWithholding Obligations which the Company determines must be withheld with respect to this Award. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Participant’s Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable releasable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued, and had released from escrow, the full number of vested Shares subject to this Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. When The Company shall be entitled to require payment in cash or deduction from other compensation payable to Participant of any taxes or other sums required by all Applicable Laws to be paid or withheld with respect to the Option is exercisedissuance, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayervesting, Participant will be subject to applicable taxes in his sale or her jurisdiction. Pursuant release from the Trust of any Restricted Shares (or Rights issued with respect to such procedures as the Restricted Shares). The Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to in satisfaction of the foregoing requirement allow such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligationstax or other obligations by the delivery to the Company, the Trustee or the appropriate authorities of cash in whole an amount equal to the sums required to be paid or in part (without limitation)withheld, if permissible by applicable local law, by (i) paying cash, (ii) electing may also allow such Participant to elect to have the Company withhold otherwise deliverable Restricted Shares or may allow the return of Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary sums required to meet be paid or withheld. Notwithstanding any other provision of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the AdministratorPlan, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable which may be withheld with respect to Participant. Furtherthe issuance, if vesting, sale or release from the Trust of any Restricted Shares issued pursuant to this Agreement (or Rights issued with respect to such Restricted Shares) (or which may be repurchased from the Participant is subject of such Award within six (6) months after such shares were acquired by Participant from the Company) in order to satisfy Holder’s tax in more than one jurisdiction between or other liabilities with respect to the Date issuance, vesting, sale or release from the Trust of Grant and any Restricted Shares (or Rights issued with respect to such Restricted Shares), shall be limited to the number of shares which have a Fair Market Value on the date of any relevant taxable withholding or repurchase equal to the aggregate amount of such liabilities based on the statutory tax withholding event, as applicable, Participant acknowledges and agrees rates that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required are applicable to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.taxable

Tax Withholding. When the Option is exercised(a) The Company will assess its requirements regarding federal, Participant generally will recognize immediate U.S. taxable state, and local income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayertaxes, Participant will be subject to FICA taxes, and any other applicable taxes (“Tax Items”) in his or her jurisdictionconnection with the Restricted Share Units and the issuance of Shares thereunder. Pursuant to such procedures as the Administrator These requirements may specify change from time to timetime as laws or interpretations change. The Company will withhold Tax Items as required by law. Regardless of the Company’s actions in this regard, Gxxxxxx acknowledges and agrees that the ultimate liability for Tax Items is Gxxxxxx’s responsibility. Gxxxxxx acknowledges and agrees that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Restricted Share Units, any receipt of Shares thereunder or any subsequent sale of such Shares; and (ii) does not commit to structure the terms of the Restricted Share Units or any aspect of the Restricted Share Units or any issuance of Shares thereunder to reduce or eliminate liability for Tax Items. (b) Notwithstanding any contrary provision of this Award Agreement, no certificate representing Shares and no book-entry Shares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Committee) have been made by Grantee with respect to the payment of income, employment, and other taxes that the Company and/or Service Recipient shall withhold the amount required determines are to be withheld for the payment of Tax Obligationswith respect to such Shares so issuable. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant Grantee to satisfy such Tax Obligationstax withholding obligation, in whole or in part (without limitation), if permissible ) by applicable local law, by one or more of the following: (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value an aggregate Fair Market Value (as of the date the withholding is effected) equal to such Tax Obligationsthe amount required to be withheld, or (vii) selling by authorizing the Company to hold back a sufficient number of such Shares otherwise deliverable issuable to Participant Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) having an aggregate Fair Market Value (as of the date the withholding is effected) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisebe withheld.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to Administrator shall satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) Participant, equal to the minimum amount that is necessary of the Tax Obligations, on Participant’s behalf at the prevailing market price through broker-assisted sell-to-cover transactions through the administrator of the Company’s stock administration system. The proceeds from the sale will be used to meet the withholding requirement for such satisfy Participant’s Tax Obligations (and any associated broker or such greater amount as other fees) arising with respect to this Award. Only whole Shares will be sold to satisfy any Tax Obligations. Any proceeds from the sale of Shares in excess of the Tax Obligations (and any associated broker or other fees) will be paid to Participant. By accepting this Award, Participant expressly consents to the sale of Shares to cover the Tax Obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may elect if permitted not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. The Company and the Participant intend that the foregoing determination be contractually binding on Participant and that sales made on behalf of the Participant will be treated as made pursuant to a “binding contract” to sell or a “written plan of trading” sufficient to establish the affirmative defense provided by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and this Section 8(b) shall be interpreted in such a manner so as to provide for such a defense. With respect to any vesting date, if the sale of Shares on behalf of the participant on such greater amount date cannot be effected in such a manner that would not result in adverse financial accounting consequences). To the extent be consistent with maintaining an affirmative defense under Rule 10b5-1 or consistent with applicable local law (as determined appropriate by the Company in its sole discretion), it then such transactions shall not occur and the Company in its discretion will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant, or to permit Participant to satisfy any Tax Obligations by (i) delivering to the Company Shares that Participant owns and that have vested with a Fair Market Value equal to the amount required to be withheld, (ii) payment by Participant in cash, or (iii) such other means as the Administrator deems appropriate. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When Notwithstanding any other provision of this Agreement: (a) The Company Group shall have the Option is exercisedauthority to deduct or withhold, or require Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayerto remit to the applicable Company Group Member, Participant will be subject an amount sufficient to satisfy any applicable federal, state, local and foreign taxes in his or her jurisdiction. Pursuant to such procedures as (including the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount employee portion of any FICA obligation) required by Applicable Law to be withheld for the payment of Tax Obligationswith respect to any taxable event arising pursuant to this Agreement. The Administrator, Company Group may withhold or Participant may make such payment in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole one or in part (without limitation), if permissible by applicable local law, by more of the forms specified below: (i) paying cashby a bank wire transfer, an ACH (automated clearing house) mechanism, or any other means of electronic funds transfer made payable to the Company Group Member with respect to which the withholding obligation arises; (ii) electing by the deduction of such amount from other compensation payable to have Participant; (iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by requesting that the Company withhold otherwise deliverable a net number of Shares issuable upon the exercise of the Option having a fair market value equal then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; (iv) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the Administrator, by tendering to the minimum Company vested Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a then current Fair Market Value not exceeding the amount that is necessary to meet satisfy the withholding requirement obligation of the Company Group based on the maximum statutory withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such Tax Obligations taxable income; (or v) with respect to any withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable to Participant pursuant to the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company Group Member with respect to which the withholding obligation arises in satisfaction of such greater amount withholding taxes; provided that payment of such proceeds is then made to the applicable Company Group Member at such time as Participant may elect if permitted be required by the Administrator, if but in any event not later than the settlement of such greater amount would not result sale; or (vi) in adverse financial accounting consequencesany combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 5.1(a), (iii) withholding the amount Company shall have the right and option, but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of such Tax Obligations from Participant’s wages required payment obligation pursuant to Section 5.1(a)(ii) or other cash compensation paid to Participant by the Company and/or the Service Recipient, (ivSection 5.1(a)(iii) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligationsabove, or (v) selling a sufficient number any combination of such Shares otherwise deliverable to Participant through such means the foregoing as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to be appropriate. The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the minimum exercise of the Option to, or to cause any such Shares to be held in book-entry form by, Participant or Participant’s legal representative unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount that is necessary of all federal, state, local and foreign taxes applicable with respect to meet the taxable income of Participant resulting from the exercise of the Option or any other taxable event related to the Option. (c) In the event any tax withholding requirement obligation arising in connection with the Option will be satisfied under Section 5.1(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) purpose to satisfy any Tax Obligations by reducing the sell on Participant’s behalf a whole number of Shares otherwise deliverable from those Shares then issuable upon the exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company Group Member with respect to which the withholding obligation arises. Participant’s acceptance of this Option constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this Section 5.1(c), including the transactions described in the previous sentence, as applicable. FurtherThe Company may refuse to issue any Shares to Participant until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 5.1(c) if Participant is subject to tax such delay will result in more than one jurisdiction between a violation of Section 409A. (d) In the Date of Grant and a date event of any relevant taxable broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 5.1(a)(v) or Section 5.1(c) or the payment of the Exercise Price as provided in Section 4.4(c): (a) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding eventobligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive an average price; (c) Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or Exercise Price, the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges and agrees that the Company and/or or its designee is under no obligation to arrange for such sale at any particular price, and that the Service Recipient proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation or Exercise Price; and (and/or former employerf) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, as applicableParticipant agrees to pay immediately upon demand to the Company Group Member with respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining portion of the applicable Company Group Member’s withholding obligation. (e) may be required to withhold Any tax consequences arising from the grant or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for exercise of the Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or its Affiliates, or Participant), hereunder, shall be borne solely by Participant. Participant is ultimately liable and responsible for, and, to the extent permitted by Applicable Law, agrees to indemnify and keep indemnified the Company Group from, all taxes owed in connection with the Option, regardless of any required Tax Obligations hereunder at action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the time Option. No Company Group Member makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option exercise, Participant acknowledges or the subsequent sale of Shares. The Company Group does not commit and agrees that is under no obligation to structure the Company may refuse Option to honor reduce or eliminate Participant’s tax liability. (f) The receipt of the Option and the acquisition of the Shares to be issued upon the exercise and refuse to deliver of the Shares if such amounts are not delivered at the time of exerciseOption may result in tax consequences. PARTICIPANT IS ADVISED TO CONSULT A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). Notwithstanding any provision hereof, a Canadian Participant shall not be permitted to deliver to the Company already vested and owned Shares to satisfy withholding taxes. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant, provided, however, the number of Shares to be issued to a Canadian Participant upon the exercise of the Option may not be reduced to satisfy any Tax Obligations unless so requested by the Canadian Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayertaxpayer of a country other than the U.S., Participant will likely be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the minimum amount required to be withheld for the payment of Tax ObligationsObligations or withhold such higher amount as would not result in adverse financing accounting consequences. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service Recipient, (ivd) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted Obligations. Until determined otherwise by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall will withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by by: (i) paying cashcash in U.S. dollars, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash 4815-4668-6195.2 compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Administrator deems appropriate. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Withholding Obligations by reducing Net Share Withholding. If Net Share Withholding is the number method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares otherwise deliverable pursuant to Participant. Further, if Participant is subject a Sell to tax Cover that are in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time excess of the Option exercise, Withholding Obligations and any associated broker or other fees will be paid to Participant acknowledges and agrees that in accordance with procedures the Company may refuse specify from time to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercisetime.

Tax Withholding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 14, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of all Tax Obligations. When the Option is exercisedShares of Restricted Stock are vested, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise.

Tax Withholding. When the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cashcash in U.S. dollars, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the applicable Service RecipientRecipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested and owned Shares having with a fair market value equal to the Tax Obligations (or such Tax Obligationsgreater amount as Participant may elect if permitted by the Administrator, or if such greater amount would not result in adverse financial accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to Participant Participant, through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To , or (v) such other means as the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantAdministrator deems appropriate. Further, if Participant is subject to tax Tax Obligations in more than -4- one jurisdiction between the Date of Grant and a the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the applicable Service Recipient Recipient(s) (and/or or former employer, as applicable) may be required to withhold or account for tax Tax Obligations in more than one jurisdiction. If the Tax Obligations are satisfied by withholding in Shares, for tax purposes, Participant fails is deemed to make satisfactory arrangements have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the payment purpose of any required paying the Tax Obligations. If Participant is an officer of the Company within the meaning of Section 16 of the Exchange Act, then the Company will withhold from proceeds of the sale of a sufficient number of Shares otherwise deliverable to Participant to satisfy the Tax Obligations hereunder at and any associated broker or other fees upon the time relevant taxable or tax withholding event, as applicable, and Participant agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator. To the extent the use of such withholding method is problematic under Applicable Laws or has materially adverse accounting consequences, then the Tax Obligations may be satisfied by one or a combination of the Option exercisemethods specified under clauses (i), Participant acknowledges (ii), (iii) and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exercise(v) above.

Tax Withholding. When The Company may make such provisions and take such steps as it deems necessary or appropriate for the Option withholding of any taxes that the Company is exercisedrequired by law or regulation of any governmental authority, whether Federal, state, or local, to withhold in connection with the Units or Shares subject to this Agreement. The Participant generally will recognize immediate U.S. taxable income if shall elect, prior to any tax withholding event related to this Award and at a time when the Participant is not aware of any material nonpublic information about the Company and the Participant would be permitted to engage in a U.S. taxpayer. If Participant is a non-U.S. taxpayertransaction in the Company's securities under the Company's Securities Trading Policy, whether the Participant will be subject to applicable satisfy all or part of such tax withholding requirement by paying the taxes in his cash or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient shall withhold the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have having the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum amount statutory withholding that is necessary may be imposed on the transaction (based on minimum statutory withholding rates for Federal, state, and local tax purposes, as applicable, that are applicable to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted transaction). The Participant's election shall be irrevocable, made in writing, signed by the AdministratorParticipant, if such greater amount would not result and shall be subject to any restrictions or limitations that the Committee, in adverse financial accounting consequences)its sole discretion, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid deems appropriate. If Participant fails to Participant by make an election, the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned will withhold Shares having a fair market value equal to such Tax Obligationsthe minimum statutory withholding that may be imposed on the transaction, or (v) selling a sufficient number as provided above. For purposes of such Shares otherwise deliverable tax withholding pursuant to Participant through such means as this Section 2.10, unless applicable laws and regulations dictate otherwise, the Company may shall determine in its sole discretion (whether through fair market value based on the closing price of a broker Share as reported on the New York Stock Exchange or otherwise) equal to other applicable public market on the minimum amount that is necessary to meet business day immediately preceding the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseapplicable RSU Settlement Date.

Tax Withholding. When (a) The Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the Option is exercised, RSUs to Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in or his or her jurisdiction. Pursuant legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to such procedures as the Administrator may specify taxable income of Participant resulting from time to timethe vesting of the RSUs, the distribution of the Shares issuable with respect thereto, or any other taxable event related to the RSUs (the “Tax Withholding Obligation”). (b) Unless Participant elects to satisfy the Tax Withholding Obligation by some other means in accordance with clause (c) below prior to the time the Tax Withholding Obligation arises, Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and/or Service Recipient shall to, and the Company shall, withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then-current Fair Market Value not exceeding the amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant necessary to satisfy such the Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (i) paying cash, (ii) electing to have Withholding Obligation of the Company withhold otherwise deliverable Shares having a fair market value equal and its Subsidiaries with respect to the minimum amount that is necessary to meet vesting or distribution of the withholding requirement for such RSUs. (c) At any time not less than five (5) business days before any Tax Obligations (or such greater amount as Withholding Obligation arises, Participant may elect if permitted to satisfy the Tax Withholding Obligation by the Administrator, if such greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) in cash or by the deduction of such amount from other compensation payable to Participant; (ii) by tendering vested and Shares owned Shares by Participant having a fair market value equal then-current Fair Market Value not exceeding the amount necessary to such satisfy the Tax Obligations, or (v) selling a sufficient number Withholding Obligation of such Shares otherwise deliverable to Participant through such means as the Company may determine and its Subsidiaries; or (iii) in its sole discretion any combination of the foregoing. (whether through a broker d) To the maximum extent permitted by Applicable Law, the Company further has the authority to deduct or otherwise) equal to the minimum withhold such amount that as is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing Withholding Obligation from other compensation payable to Participant. (e) Subject to Section 11.2 of the Plan, the applicable Tax Withholding Obligation will be determined based on Participant’s Applicable Tax Withholding Rate. Participant’s “Applicable Tax Withholding Rate” shall mean the greater of (i) the minimum applicable statutory tax withholding rate or (ii) with Participant’s consent, the maximum individual tax withholding rate permitted under the rules of the applicable taxing authority for tax withholding attributable to the underlying transaction; provided, however, that in no event shall Participant’s Applicable Tax Withholding Rate exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America); provided, however, that the number of Shares otherwise deliverable to Participant. Furthertendered or withheld, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that pursuant to Section 2.2(b) or Section 2.2(c)(ii) shall be rounded up to the Company and/or nearest whole Share sufficient to cover the Service Recipient (and/or former employerapplicable Tax Withholding Obligation, as applicable) may be required to withhold or account for tax the extent rounding up to the nearest whole Share does not result in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time liability classification of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseRSUs under generally accepted accounting principles.

Tax Withholding. When Prior to the Option is exercised, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayervesting of the Deferred Stock Units and settlement and issuance of Shares, Participant will be subject pay or make adequate arrangements satisfactory to applicable taxes in his or her jurisdiction. Pursuant the Company and/or the Employer to such procedures as the Administrator may specify from time to timesatisfy all withholding and payment obligations of Tax-Related Items of Participant, the Company and/or Service Recipient shall the Employer. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, or withholding from proceeds of the sale of Shares acquired upon vesting of the Deferred Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant. If withholding is performed from proceeds from the sale of Shares acquired upon vesting of the Deferred Stock Units, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheld for Common Stock equivalent. Alternatively, or in addition, if permissible under applicable local law, the payment of Tax Obligations. The AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax Obligationshis or her obligations for Tax-Related Items, in whole or in part (without limitation), if permissible by applicable local law, ) by (i) paying cashdelivery of cash or check to the Company or the Employer, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value (measured as of the delivery date) equal to the minimum amount that is necessary statutory amounts required to meet the withholding requirement be withheld for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administratorfederal, if such greater amount would not result in adverse financial accounting consequences)state, and local tax purposes, (iii) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Service Recipient, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary required to meet the withholding requirement for such Tax Obligations be withheld, or (or such greater amount as Participant may elect if permitted iv) any other arrangement approved by the AdministratorCompany or the Committee (and in compliance with the Company’s xxxxxxx xxxxxxx policy, if such greater amount would not result applicable; provided, that if Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended, then the Committee (as constituted in adverse financial accounting consequences)accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from the alternatives above, any share withholding procedure will be subject to the express prior approval of the Committee, and the Committee shall establish the method prior to the taxable or withholding event. To Further, to the extent determined appropriate by the Company in its discretion, it the Company will have the right (but not the obligation) to satisfy any Tax Obligations obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. FurtherIf the obligation for Tax-Related Items is satisfied by withholding in Shares, if for tax purposes, Participant is deemed to have been issued the full number of Shares subject to tax the vested Deferred Stock Units, notwithstanding that a number of the Shares are held back solely in more respect of the Tax-Related Items. In the event the Company’s obligation to withhold arises prior to the delivery to Participant of Common Stock or it is determined after the delivery of Common Stock to Participant that the amount of the Company’s withholding obligation was greater than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicableamount withheld by Participant, Participant acknowledges agrees to indemnify and agrees that hold the Company and/or harmless from any failure by the Service Recipient (and/or former employer, as applicable) may be required Company to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts are not delivered at the time of exerciseproper amount.

Tax Withholding. When the Option is exercisedShares are issued as payment for vested Restricted Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant will be subject to applicable taxes in his or her jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company and/or Service Recipient Employer shall withhold the minimum amount required to be withheld for the payment of Tax Obligations. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local law, by (ia) paying cash, (iib) electing to have the Company withhold otherwise deliverable Shares having a fair market value Fair Market Value equal to the minimum amount that is necessary to meet the withholding requirement for of such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations, (iiic) withholding the amount of such Tax Obligations from Participant’s wages or other cash compensation paid to Participant by the Company company and/or the Service RecipientEmployer, (ivd) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to such Tax Obligations, or (ve) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to %%OPTION_NUMBER%-% the minimum amount that is necessary to meet of the withholding requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences)Obligations. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such Tax Obligations are satisfied. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Service Recipient Employer (and/or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required such Tax Obligations hereunder at the time of any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Option exercise, Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such amounts Tax Obligations are not delivered at the time of exercisethey are due.