Common use of Tax Withholding Clause in Contracts

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

Tax Withholding. The vesting and settlement (i) Regardless of any action the RSUs shall be subject Company takes with respect to the Participant satisfying any applicable U.S. or all federal, state and or local income tax, employment tax withholding obligations and non-U.S. or other tax withholding obligations. The related items (“Tax Related Items”), the Participant shall be responsible acknowledges that the ultimate liability for all income taxes payable Tax Related Items associated with the RSUs (and the Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the settlement grant or vesting of the RSUs, the Participant shall be required to pay to delivery of the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, subsequent sale of shares of Common Stock, other securities or other property) Stock acquired at vesting and the receipt of any required withholding taxes in respect Dividend Equivalent Rights; and (B) does not commit to structure the terms of the RSUsgrant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and to take such other action as the date of any taxable event, Participant acknowledges that the Company may be necessary required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) Prior to the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionrelevant taxable event, the Committee mayParticipant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant to satisfyauthorizes the Company, in whole or in partits sole discretion, to satisfy the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject obligations with regard to any pledge or other security interest and which would not result in adverse accounting to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the RSUs by withholding liability or (B) having the Company withhold from the number of in shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number Participant, provided that the Company withholds only the amount of shares of Common Stock with a necessary to satisfy the minimum statutory withholding amount using the Fair Market Value equal of the shares of Common Stock on the Settlement Date. Participant shall pay to such withholding liabilitythe Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The obligations Company may refuse to deliver the shares of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Common Stock to the extent permitted by law, have Participant if the right Participant fails to deduct any such withholding taxes from any payment of any kind otherwise due to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

Tax Withholding. The vesting and settlement 4.1 Recipient acknowledges that, on any Payment Date when Shares are delivered to Recipient, the Value (as defined below) on that date of the RSUs shall be subject to Shares so delivered (as well as the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect amount of the RSUs. Upon related dividend equivalent cash payment) will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the settlement of the RSUs, the Participant shall Company will be required to withhold taxes on these income amounts. To satisfy the required withholding amount, the Company shall first withhold all or part of the dividend equivalent cash payment, and if that is insufficient, the Company shall withhold the number of Shares having a Value equal to the remaining withholding amount. For purposes of this Section 4, the “Value” of a Share shall be equal to the closing market price for Company Common Stock on the last trading day preceding the Payment Date. 4.2 Recipient acknowledges that under current tax law, the Company is required to withhold FICA taxes with respect to the RSUs at the earlier of (a) the issuance of shares underlying the RSUs or (b) the date after a Change in Control on which Recipient becomes eligible for Retirement (or the date of the Change in Control if Recipient is eligible for Retirement at the time of the Change in Control). To satisfy the required minimum FICA withholding in the event that subsection (b) applies, Recipient shall, immediately upon notification of the amount due, pay to the CompanyCompany in cash or by check amounts necessary to satisfy applicable FICA withholding requirements. If Recipient fails to pay the amount demanded, and the Company may withhold that amount from other amounts payable to Recipient, including salary, subject to applicable law. 4.3 Notwithstanding the foregoing, Recipient may elect not to have Shares withheld to cover taxes by giving notice to the Company in writing prior to the Payment Date, in which case the Shares shall be issued or acquired in Recipient’s name on the Payment Date thereby triggering the tax consequences, but the Company shall retain the certificate for the Shares as security until Recipient shall have paid to the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (Company in cash, shares of Common Stock, other securities or other property) of cash any required tax withholding taxes in respect not covered by withholding of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantdividend equivalent cash payment.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Company or the Service Recipient takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant satisfying acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due or deemed legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Service Recipient (i) make no representations nor undertakings regarding the treatment of any applicable U.S. federalTax-Related Items in connection with any aspect of this grant of Units, state including the grant and local tax withholding obligations vesting of Units, subsequent delivery of shares or cash related to such Units or the subsequent sale of any shares acquired pursuant to such Units and nonreceipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of Units to reduce or eliminate the Participant’s liability for Tax-U.S. tax withholding obligationsRelated Items. The Participant shall be responsible for all income taxes payable satisfy Tax-Related Items by having the Company or the Service Recipient deduct from shares of Stock otherwise deliverable to the Participant in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, Award a number of whole shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal not in excess of the amount of such Tax-Related Items determined by the maximum applicable statutory withholding rates. Notwithstanding the foregoing, the Committee may instead, upon notice to such withholding liability or (B) having the Participant, require the Participant to pay the Company or the Service Recipient in cash any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s receipt of Units (including, without limitation, by the Service Recipient withholding such amounts from the number of shares of Common Stock otherwise issuable or deliverable pursuant to Participant’s wages, which the settlement of RSUs Participant hereby authorizes). If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant understands that he or she will be deemed to have been issued the full number of Common shares subject to the settled Units, notwithstanding that a number of shares are held back solely for the purpose of paying Tax-Related Items due as a result of the settlement of the Units. Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In the event that the amount of the withholding is greater than the amount of Tax-Related Items, the Company or the Service Recipient may refund the amount of the over-withholding to the Participant (with no entitlement to any Stock equivalent), or alternatively, the Company or the Service Recipient may require the Participant to seek a refund from the applicable tax authorities. In the event that the amount of the withholding is less than the amount of Tax-Related Items, the Participant may be required to pay the under-withheld Tax-Related Items to the Company and/or the Service Recipient or directly to the applicable tax authorities. The Company may refuse to deliver the shares if the Participant fails to comply with the Participant’s obligations in connection with Tax-Related Items. The Participant acknowledges and understands that the Participant should consult a Fair Market Value equal tax advisor regarding the Participant’s tax obligations prior to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment settlement or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantdisposition.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable in of any kind required by any national or local law to be paid with respect to the Units or the shares of the RSUs. Upon the settlement of the RSUsStock to be awarded hereunder, including, without limitation, the Participant payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, the Company shall hold back from the total number of shares of Stock to be required delivered to pay the Participant, and shall cause to be transferred to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, whole shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value on the date the shares are subject to issuance an amount as nearly as possible equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant rounded to the settlement next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Stock. To the extent of RSUs a number of shares of Common Stock with a the Fair Market Value equal of the withheld shares, Participant shall be deemed to have satisfied Participant’s responsibility under this Section 11 to pay these obligations. The Participant shall satisfy Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company in writing at least thirty (30) days prior to the date the shares of Stock are subject to issuance and paying the amount of these tax obligations in cash to the Company within ten (10) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding liabilityrequirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any taxes. The obligations of the Company under this Agreement and the Plan shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement 6.1 If you are a U.S. taxpayer, you acknowledge that on each date that shares underlying the RSUs are issued to you (the “Payment Date”), the fair market value of the RSUs shall shares of common stock will be subject treated as ordinary compensation income for U.S. federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts pursuant to section 6.3 below. 6.2 Regardless of any action the Participant satisfying Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable U.S. federalto you or deemed by the Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Related Items”), state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible you acknowledge that the ultimate liability for all income taxes payable Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the grant, vesting, or settlement of the RSUs, the Participant shall subsequent sale of shares of common stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under not obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 6.3 Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the CompanyCompany and/or the Employer to satisfy all Tax-Related Items. In this regard, and you authorize the Company shall have and/or the right and is hereby authorized Employer, or their respective agents, at their discretion, to withhold any cash, satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: 6.3.1 withholding from your wages or other cash compensation paid by the Company and/or the Employer; or 6.3.2 withholding from proceeds of the sale of shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect common stock acquired upon vesting/settlement of the RSUs, and either through a voluntary sale or through a mandatory sale arranged by the Company on your behalf pursuant to take such other action as may this authorization; or 6.3.3 withholding in shares of common stock to be necessary in the opinion issued upon vesting/settlement of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionRSUs. 6.4 To avoid negative accounting treatment, the Committee may, Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which common stock, for tax purposes, you are not subject deemed to any pledge or other security interest and which would not result in adverse accounting to have been issued the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the full number of shares of Common Stock otherwise issuable or deliverable pursuant common stock subject to the settlement of RSUs vested RSUs, notwithstanding that a number of the shares of Common Stock with common stock are held back solely for the purpose of paying the Tax-Related Items due as a Fair Market Value equal result of any aspect of your participation in the Plan. 6.5 Finally, you shall pay to such withholding liabilitythe Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The obligations Company may refuse to issue or deliver the shares or the proceeds of the Company under this Agreement shall be conditional on such payment or arrangements, and sale of shares of common stock if you fail to comply with your obligations in connection with the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The RSUs are taxable upon vesting and settlement based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs shall are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the Participant satisfying any extent required by applicable U.S. federal, state or other law, you shall make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations and non-U.S. tax withholding obligationsthat arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable). The Participant Corporation shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall not be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold issue or lift any cash, restrictions on shares of the Common Stock, other securities or other property deliverable under the Stock pursuant to your RSUs or from to recognize any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery purported transfer of shares of the Common Stock (which until such obligations are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied. Unless provided otherwise by the Participant having a Fair Market Value equal to such Committee, these obligations will be satisfied by the Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding liabilityto the Corporation. The obligations shares may be sold as part of a block trade with other participants of the Company under 2006 Plan in which all participants receive an average price. For this Agreement shall purpose, "Market Value" will be conditional calculated as the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on such payment or arrangementsthe day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment regardless of any kind otherwise due action the Corporation takes or any transaction pursuant to Participantthis Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. The RSUs are taxable upon vesting and settlement based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs shall are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the Participant satisfying any extent required by applicable U.S. federal, state or other law, you shall make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations and non-U.S. tax withholding obligationsthat arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable). The Participant Corporation shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall not be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold issue or lift any cash, restrictions on shares of the Common Stock, other securities or other property deliverable under the Stock pursuant to your RSUs or from to recognize any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery purported transfer of shares of the Common Stock (which until such obligations are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied. Unless provided otherwise by the Participant having a Fair Market Value equal to such Committee, these obligations will be satisfied by the Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding liabilityto the Corporation. The obligations shares may be sold as part of a block trade with other participants of the Company under 2006 Plan in which all participants receive an average price. For this Agreement shall purpose, "Market Value" will be conditional calculated as the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on such payment or arrangementsthe day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment regardless of any kind otherwise due action the Corporation takes or any transaction pursuant to Participantthis Section 11 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. The vesting and settlement i. Regardless of any action the RSUs shall be subject Company takes with respect to the Participant satisfying any applicable U.S. or all federal, state and or local income tax, employment tax withholding obligations and non-U.S. or other tax withholding obligations. The related items (“Tax Related Items”), the Participant shall be responsible acknowledges that the ultimate liability for all income taxes payable Tax Related Items associated with the RSUs (and the Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the settlement grant or vesting of the RSUs, the Participant shall be required to pay to delivery of the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, subsequent sale of shares of Common Stock, other securities or other property) Stock acquired at vesting and the receipt of any required withholding taxes in respect Dividend Equivalent Rights; and (B) does not commit to structure the terms of the RSUsgrant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and to take such other action as the date of any taxable event, Participant acknowledges that the Company may be necessary required to withhold or account for Tax-Related Items in more than one jurisdiction. ii. Prior to the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionrelevant taxable event, the Committee mayParticipant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant to satisfyauthorizes the Company, in whole or in partits sole discretion, to satisfy the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject obligations with regard to any pledge or other security interest and which would not result in adverse accounting to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the RSUs by withholding liability or (B) having the Company withhold from the number of in shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number Participant, provided that the Company withholds only the amount of shares of Common Stock with a necessary to satisfy the minimum statutory withholding amount using the Fair Market Value equal of the shares of Common Stock on the Settlement Date. Participant shall pay to such withholding liabilitythe Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The obligations Company may refuse to deliver the shares of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Common Stock to the extent permitted by law, have Participant if the right Participant fails to deduct any such withholding taxes from any payment of any kind otherwise due to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

Tax Withholding. The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state, local or foreign tax law to be withheld with respect to the vesting and settlement or exercise of an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Holder (or other person validly exercising the Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within one day after the date of vesting, exercise or lapse of restrictions. In the discretion of the RSUs shall be subject Committee, and with the consent of the Holder, the Company may reduce the number of shares of Stock issued to the Participant satisfying any applicable U.S. federal, state and local Holder upon such Xxxxxx’s exercise of an Award or the vesting of an Award to satisfy the tax withholding obligations and non-U.S. tax withholding obligationsof the Company or an Affiliate; provided that the Fair Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant Holder to satisfy, in whole satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of or in part, the foregoing withholding liability payment under an Award by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting delivering to the Company) owned by the Participant having Holder a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the reduced number of shares of Common Stock otherwise issuable or deliverable pursuant in the manner specified herein. If permitted by the Committee and acceptable to the settlement Holder, at the time of RSUs a vesting of shares under the Award, the Company shall (a) calculate the amount of the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the assumption that all such shares of Stock vested under the Award are made available for delivery, (b) reduce the number of such shares of Common Stock made available for delivery so that the Fair Market Value of the shares of Stock withheld on the vesting date approximates the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit cash to the United States Treasury and/or other applicable governmental authorities, on behalf of the Holder, in the amount of the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to satisfy its Minimum Statutory Tax Withholding Obligation. Where the Fair Market Value of the withheld shares of Stock does not equal the amount of the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Stock with a Fair Market Value equal to such slightly less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding liabilityobligation in some other manner permitted under this Section 17.3. The obligations withheld shares of Stock not made available for delivery by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such shares of Stock shall terminate. The Company shall have no obligation upon vesting or exercise of any Award or lapse of restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover the Minimum Statutory Tax Withholding Obligation with respect to that vesting, exercise or lapse of restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the Company under this Agreement shall existence of the tax or the amount which it will be conditional on such payment or arrangements, and the Company will, required to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantwithhold.

Tax Withholding. The vesting and settlement of the RSUs Company shall be subject not settle any Award as set forth in Section 5, unless you have agreed in writing to pay any amounts under Section 9(a) or to make adequate arrangements satisfactory to the Participant satisfying Company to satisfy all such Tax-Related Items (which, for the avoidance of doubt, shall include any applicable U.S. federalemployer’s (secondary) Class 1 national insurance contributions which may be recovered by the Company or a relevant Subsidiary from you under UK law). In this regard, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of if you do not pay the RSUs. Upon amount owed to the settlement of Company or the RSUs, relevant Subsidiaries under Section 9(a) within the Participant shall be required time period notified to pay to you by the Company, you authorize the Company and the Subsidiaries or an agent of the Company shall have and/or the right and is hereby authorized Subsidiaries, as applicable, to satisfy your obligations with regard to all Tax-Related Items by one or a combination of the following: (i) The Company may withhold any casha portion of the Shares otherwise issuable in settlement of this Award (or, shares in the case of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (Awards settled in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect a portion of the RSUs, cash proceeds) that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (as determined by the Company in good faith and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion) with respect to this Award. For purposes of the foregoing, permit a Participant to satisfy, in whole no fractional Shares will be withheld or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable issued pursuant to the vesting of this Award and the issuance of Shares or cash thereunder. (ii) The Company may withhold a portion of the sales proceeds from the sale of Shares acquired pursuant to this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent). (iii) The Company or the relevant Subsidiary may withhold any amounts necessary to pay the Tax-Related Items from your salary or other amounts payable to you to the extent permissible under applicable law. (iv) The Company or the relevant Subsidiary may require you to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to this Award. (v) The Company or the relevant Subsidiary may satisfy the Tax-Related Items by such other methods or combinations of methods as the Company may make available from time to time. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable withholding rates (as determined by the Company in good faith and its sole discretion), including maximum applicable tax rates. If the obligation for Tax-Related Items is satisfied by withholding from the Shares to be delivered upon settlement of RSUs this Award, for tax purposes, you are deemed to have been issued the full number of Shares notwithstanding that a number of shares Shares are held back for the purpose of Common Stock with a Fair Market Value equal paying Tax-Related Items. In the event the withholding requirements are not satisfied, no Shares or cash will be issued to such withholding liability. The obligations you (or your estate) in settlement of this Award unless and until satisfactory arrangements (as determined by the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, in its sole discretion) have been made by you with respect to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due such Tax-Related Items. By accepting the grant of this Award, you expressly consent to Participantthe methods of withholding of Tax-Related Items as provided hereunder. All other Tax-Related Items related to this Award and any Shares or cash delivered in settlement thereof are your sole responsibility.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Company or the Grantee's actual employer (the "Employer") takes with respect to the Participant satisfying any applicable U.S. or all income tax (including federal, state and local tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations and non("Tax-U.S. tax withholding obligations. The Participant shall be responsible Related Items"), the Grantee acknowledges that the ultimate liability for all income taxes payable Tax-Related Items legally due by the Grantee is and remains the Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs. Upon , including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUs, the vesting of the Performance RSUs and Dividend Equivalent RSUs, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Participant Grantee shall be required to pay pay, or make adequate arrangements satisfactory to the Company, and Company or to the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount Employer (in cash, shares of Common Stock, other securities or other propertytheir sole discretion) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all withholding and payment on account obligations for of the payment of such withholding taxesCompany and/or Employer. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if applicable. In additionpermissible under local law, the Committee Company or the Employer may, in its their sole discretion, permit a Participant to satisfy, in whole (i) sell or in part, arrange for the foregoing withholding liability by (A) the delivery sale of shares of Common Stock to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (which are not subject ii) withhold from the shares to any pledge be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other security interest and which would rate that will not result in adverse a negative accounting impact). The Grantee shall pay to the Company) owned Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee's receipt of this award, the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs that cannot be satisfied by the Participant having a Fair Market Value equal means previously described. The Company may refuse to such withholding liability or (B) having the Company withhold from the number of deliver shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of Performance RSUs a number of shares of Common Stock and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with a Fair Market Value equal the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to such pay or make satisfactory arrangements to satisfy all withholding liability. The and payment on account obligations of by the Company under this Agreement Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantforfeited.

Tax Withholding. The vesting Regardless of any action taken by the Participating Company Group with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholdings or payments (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and settlement remains the Participant’s responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs shall Option, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (ii) does not commit to structure the terms of the grant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. In particular, while this Option is intended to be subject exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5) and will be construed in accordance therewith to the greatest extent permitted by law, the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect acknowledges that this Option is exempt from Section 409A of the RSUs. Upon Code only if the settlement exercise price per share is at least equal to the “fair market value” per share of the RSUsStock on the Date of Option Grant and there is no other impermissible deferral of compensation associated with the Option. At the time of exercise of the Option, the Participant shall be required to pay or make adequate arrangements satisfactory to the Company, and the Participating Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Group to satisfy all withholding obligations for of the payment of such withholding taxes, if applicableParticipating Company Group. In additionthis regard, at the Committee may, in its sole discretion, permit a Participant to satisfytime the Option is exercised, in whole or in part, or at any other time as reasonably requested by the foregoing Company, the Participant hereby authorizes withholding liability of all applicable Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company Group, if any, which arise in connection with the Option. Alternatively, or in addition, if permissible under applicable law, the Participating Company Group may (Ai) sell or arrange for the delivery sale of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned acquired by the Participant having a Fair Market Value equal to such meet the withholding liability or obligation of Tax-Related Items and/or (Bii) having withhold in shares, provided that only the Company withhold from the number amount of shares of Common Stock otherwise issuable or deliverable pursuant necessary to satisfy the minimum statutory withholding amount are withheld. Finally, the Participant shall pay to the settlement Participating Company Group any amount of RSUs the Tax-Related Items that the Participating Company Group may be required to withhold as a number result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to process the exercise of the Option or to deliver shares of Common Stock until the obligations in connection with a Fair Market Value equal to such withholding liability. The obligations of the Company under Tax-Related Items as described in this Agreement shall be conditional on such payment or arrangements, and section have been satisfied by the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

Tax Withholding. The vesting and settlement (a) Whenever a Period of Restriction applicable to the Employee’s rights to some or all of the RSUs Restricted Stock Units lapses or another taxable event occurs, the Company or its agent shall notify the Employee of the related amount of tax that must be subject withheld under applicable tax laws. Regardless of any action the Company, any Subsidiary of the Company, or the Employee’s employer takes or does not take with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Employee is required to bear pursuant to all applicable laws, the Employee hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Employee. (b) Prior to receipt of any shares that correspond to Restricted Stock Units that vest in accordance with this Agreement, the Employee shall pay or make adequate arrangements satisfactory to the Participant satisfying Company and/or any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect Subsidiary of the RSUs. Upon the settlement Company to satisfy all withholding and payment on account obligations of the RSUsCompany and/or any Subsidiary of the Company. Finally, the Participant shall Employee agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or’ any Subsidiary of the Company may be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to as a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect result of the RSUs, and to take such other action as may be necessary Employee’s participation in the opinion of Plan that cannot be satisfied. The Company may refuse to deliver Common Stock if the Committee Employee fails to satisfy all comply with its obligations for in connection with the payment of such withholding taxes, if applicable. In addition, the Committee may, tax as described in its sole discretion, permit a Participant this section. (c) The Employee may elect to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of have shares of Common Stock withheld from the settlement to satisfy the Employee’s withholding tax obligation as described in Section 12.8 of the Plan only with the prior approval of the Committee. (which are not subject d) The Company advises the Employee to any pledge consult his or other security interest and which would not result in adverse accounting her legal and/or tax advisors with respect to the Company) owned by tax consequences for the Participant having a Fair Market Value equal to such withholding liability or (B) having Employee under the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantPlan.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable of any kind required by any national, state or local law to be paid with respect to the Units or the shares of Stock to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section 11, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, or upon any other event giving rise to any tax liability, the Company shall hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock having a Fair Market Value on the date the Stock is subject to issuance or taxation an amount as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Stock at such time. To the extent of the RSUs. Upon the settlement Fair Market Value of the RSUswithheld shares, the Participant shall be deemed to have satisfied the Participant’s responsibility under this Section 11 to pay these obligations. The Participant shall satisfy the Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy the Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company or its designee in writing at least one (1) business day prior to the date the shares of stock are subject to issuance and by paying the amount of these tax obligations in cash to the Company or its designee within fifteen (15) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities payment or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) withholding of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement Agreement, the Plan and the Program shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement following provision shall replace Section 16 of the RSUs shall be subject Agreement in its entirety: Regardless of any action the Company and the Employer take with respect to the Participant satisfying any applicable or all income tax (including U.S. federal, state and local tax withholding obligations and taxes and/or non-U.S. tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs(“Tax-Related Items”), the Participant shall be acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility, and that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Deferred Units, including the grant of the Deferred Units, the vesting of the Deferred Units, the subsequent sale of any Common Units acquired pursuant to the Deferred Units and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Deferred Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of the Common Units upon the vesting of the Deferred Units, if any taxing jurisdiction requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole Common Units otherwise issuable upon the vesting of the Deferred Units that have an aggregate Fair Market Value (as defined under the Plan) sufficient to pay the minimum Tax-Related Items required to pay be withheld with respect to the Company, Common Units. The cash equivalent of the Common Units withheld will be used to settle the obligation to withhold the Tax-Related Items. No fractional Common Units will be withheld or issued pursuant to the grant of the Deferred Units and the issuance of Common Units hereunder. Alternatively, the Company shall have and the right and is hereby authorized to Employer may, in its discretion, withhold any cash, shares of Common Stock, other securities or other property deliverable under amount necessary to pay the RSUs or Tax-Related Items from any compensation the Participant’s salary or other amounts owing payable to a the Participant, with no withholding in Common Units. In the amount (in cash, shares event the withholding requirements are not satisfied through the withholding of Common Stock, other securities Units or through the Participant’s salary or other property) of any required withholding taxes in respect amounts payable to the Participant, no Common Units will be issued upon vesting of the RSUs, Deferred Units unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, any Tax-Related Items which the Committee mayCompany and the Employer determines, in its sole discretion, permit a Participant must be withheld or collected with respect to satisfy, in whole or in partsuch Deferred Units. By accepting this grant of Deferred Units, the foregoing Participant expressly consents to the withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or Units and/or cash as provided for hereunder. All other security interest and which would not result in adverse accounting Tax-Related Items related to the Company) owned by Deferred Units and any Common Units delivered in payment thereof are the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant’s sole responsibility.

Tax Withholding. The vesting and settlement (i) Regardless of any action the Company takes with respect to any or all federal, state, or local income tax, employment tax or other tax-related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs shall be subject to (and the Participant satisfying Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable Tax Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the settlement grant or vesting of the RSUs, the Participant shall be required to pay to delivery of the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, subsequent sale of shares of Common StockStock acquired at vesting, other securities or other property) and the receipt of any required withholding taxes in respect Dividend Equivalent Rights; and (B) does not commit to structure the terms of the RSUsAward or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and to take such other action as the date of any taxable event, the Participant acknowledges that the Company may be necessary required to withhold or account for Tax Related Items in more than one jurisdiction. (ii) Prior to the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionrelevant taxable event, the Committee mayParticipant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant to satisfyauthorizes the Company, in whole or in partits sole discretion, to satisfy the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject obligations with regard to any pledge or other security interest and which would not result in adverse accounting to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the RSUs by withholding liability or (B) having the Company withhold from the number of in shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number Participant, provided that the Company withholds only the amount of shares of Common Stock with a necessary to satisfy the maximum statutory withholding amount using the Fair Market Value equal of the shares of Common Stock on the Settlement Date. Participant shall pay to such withholding liabilitythe Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The obligations Company may refuse to deliver the shares of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Common Stock to the extent permitted by law, have Participant if the right Participant fails to deduct any such withholding taxes from any payment of any kind otherwise due to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

Tax Withholding. (a) The Grantee acknowledges that, regardless of any action taken by the Company or, if different, any Subsidiary employing or retaining the Grantee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting and or settlement of the RSUs shall Performance Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of any dividends and/or Dividend Equivalent Rights; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); (iii) withholding from shares of Stock to be issued to the Grantee upon settlement of the Performance Stock Units, provided, however, that if the Grantee is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in shares of Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above; or (iv) any other method of withholding determined by the Company and permitted by applicable law. (c) Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in the Grantee’s jurisdiction(s), in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Stock subject to the Participant satisfying any applicable U.S. federalvested Performance Stock Units, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect notwithstanding that a number of the RSUs. Upon shares of Stock are held back solely for the settlement purpose of paying the RSUs, the Participant shall be required Tax-Related Items. (d) The Grantee agrees to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect proceeds of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery sale of shares of Common Stock (which are not subject Stock, if the Grantee fails to any pledge comply with his or other security interest and which would not result her obligations in adverse accounting to connection with the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting and settlement Company shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its affiliates may reasonably be obligated to withhold with respect to the purchase, vesting, making of an election under Section 83(b) of the RSUs shall be subject Internal Revenue Code of 1986, as amended (the “Code”), or other event with respect to the Participant satisfying Restricted Shares or any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligationsbonus payment pursuant to the terms hereof. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit withhold and/or reacquire a Participant to satisfy, sufficient number of Restricted Shares in whole or in part, connection with the foregoing withholding liability by (A) the delivery vesting of such shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a at their then Fair Market Value equal to (determined either as of the date of such withholding liability or (B) having as of the immediately preceding trading day, as determined by the Company withhold from in its discretion) to satisfy the number amount of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment obligations that arise with respect to the vesting of such shares. The Company may take such action(s) without notice to the Executive and shall remit to the Executive the balance of any kind otherwise due proceeds from withholding and/or reacquiring such shares in excess of the amount reasonably determined to Participantbe necessary to satisfy such withholding obligations. The Executive shall have no discretion as to the satisfaction of tax withholding obligations in such manner. If, however, the Executive makes an election under Section 83(b) of the Code with respect to the Restricted Shares, if any other withholding event occurs with respect to the Restricted Shares other than the vesting of such stock, or if the Company for any reason does not satisfy the withholding obligations with respect to the vesting of the Restricted Shares as provided above in this Section 8, the Company shall be entitled to require a cash payment by or on behalf of the Executive and/or to deduct from other compensation payable to the Executive the amount of any such withholding obligations. The Company’s obligation to delivery the Restricted Shares or any certificates representing the Restricted Shares is subject to the condition precedent that all such tax withholding obligations have been satisfied by the Executive. The Company may reduce any cash payment by the amount it reasonably determines is required to be withheld with respect to such payment.

Tax Withholding. The vesting and (a) Section 8.4 of the Plan shall apply to any Tax-Related Items (as defined below) pertaining to the Units, the Shares issued in settlement of the RSUs shall be subject Units or any Dividend Equivalent Rights that Cigna and/or your Employer are required to the Participant satisfying any withhold under applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUslaw. Upon the settlement vesting or payment of any Unit or part of a Unit, Cigna reserves the right to satisfy any liability for Tax-Related Items by withholding enough newly-issued Shares to cover all or part of the RSUsapplicable liability for Tax-Related Items. (b) Regardless of any action Cigna and/or your Employer take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility. Cigna and/or your Employer: (1) Make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units (including the grant of the Units, the Participant shall vesting of the Units, the payment of the Units the subsequent sale of any Shares acquired pursuant to the Units, and the receipt of any dividends or dividend equivalents); (2) Do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate your liability for Tax-Related Items; and (3) May be required to pay withhold or account for Tax-Related Items in more than one jurisdiction if you are subject to Tax-Related Items in more than one jurisdiction between the Company, Grant Date and the Company date of any relevant taxable or tax withholding event. If your country of residence (and/or your country of employment, if different) requires withholding of Tax-Related Items, Cigna shall have satisfy any applicable withholding obligation as described in paragraph 5(a). In the right and event that withholding in Shares is hereby authorized prohibited or problematic under applicable law or otherwise may trigger adverse consequences to Cigna or your Employer, your Employer may withhold any cashTax-Related Items required to be withheld in cash from your regular salary and/or wages, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing payable to a Participantyou. By accepting the Units, you expressly consent to the withholding of applicable Tax-Related Items as provided for hereunder. You agree to pay Cigna or your Employer any amount (in cash, shares of Common Stock, other securities Tax-Related Items that Cigna or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as your Employer may be necessary required to withhold or account for as a result of your participation in the opinion of Plan that cannot be satisfied by the Committee to satisfy all obligations for the payment of such withholding taxes, if applicablemeans described above. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or All other security interest and which would not result in adverse accounting Tax-Related Items related to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable Units and any Shares acquired pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantUnits are your sole responsibility.

Tax Withholding. (a) The vesting and settlement of Company shall not be obligated to deliver any certificate representing Shares issuable with respect to the RSUs shall be subject to the Participant satisfying or any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable cash payment in respect of the RSUs. Upon Dividend Equivalents 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 full the settlement amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of the RSUs, the Participant shall be required to pay distribution of the Shares issuable with respect thereto, the settlement of the Dividend Equivalents or any other taxable event related to the CompanyRSUs or the settlement of the Dividend Equivalents (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 to, and the Company shall have the right and is hereby authorized shall, withhold a net number of vested Shares otherwise issuable pursuant to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates with respect to the vesting or distribution of the RSUs based on the minimum applicable statutory withholding rates. In the event Participant’s Tax Withholding Obligation will be satisfied under this Section 1.2(b), 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 issuable to Participant upon settlement of the RSUs as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s Tax Withholding Obligation with respect to the vesting or distribution of the RSUs. Participant’s acceptance of this Award constitutes Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a broker-assisted sale will be sold on the day the Tax Withholding Obligation with respect to the vesting or distribution of the RSUs arises or as soon thereafter as practicable. The Shares 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 Company harmless from any compensation losses, costs, damages, or other amounts owing expenses relating to a any such sale. To the extent the proceeds of such sale exceed Participant, ’s Tax Withholding Obligation with respect to the amount (in cash, shares of Common Stock, other securities vesting or other property) of any required withholding taxes in respect distribution of the RSUs, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to take satisfy Participant’s Tax Withholding Obligation. (c) At any time not less than five (5) business days before any Tax Withholding Obligation arises, Participant may elect to satisfy the Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) by the deduction of such amount from other action compensation payable to Participant; (ii) with the consent of the Board (or any Committee to which administration of the Plan has been delegated by the Board), by tendering vested Shares owned by Participant having a then-current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Affiliates based on the minimum applicable statutory withholding rates; (iii) 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 issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or its Affiliate with respect to which the Tax Withholding Obligation arises in satisfaction of such obligation; provided that payment of such proceeds is then made to the Company or the applicable Affiliate at such time as may be necessary in required by the opinion Board (or any Committee to which administration of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned Plan has been delegated by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to Board), but in any event not later than the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations sale; or (iv) in any combination of the Company under this Agreement shall be conditional on such payment or arrangements, and foregoing. (d) To the Company will, to the maximum extent permitted by applicable law, have the right Company further has the authority to deduct or withhold such amount as is necessary to satisfy any such withholding taxes Tax Withholding Obligation from other compensation payable to Participant with respect to any payment taxable event arising from vesting of any kind otherwise due to Participantthe RSUs or the Dividend Equivalents, the receipt of the Shares upon settlement of the RSUs or the settlement of the Dividend Equivalents.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable of any kind required by any national, state or local law to be paid with respect to the Units or the Shares to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section 11, upon the issuance of Shares or the satisfaction of any eligibility condition with respect to the Shares to be issued hereunder, or upon any other event giving rise to any tax liability, the Company shall hold back from the total number of Shares to be delivered to the Participant, and shall cause to be transferred to the Company, whole Shares having a Fair Market Value on the date the Shares are subject to issuance or taxation an amount as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Shares at such time. To the extent of the RSUs. Upon the settlement Fair Market Value of the RSUswithheld shares, the Participant shall be deemed to have satisfied the Participant’s responsibility under this Section 11 to pay these obligations. The Participant shall satisfy the Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Shares, and (subject to such rules as the Committee may prescribe) may satisfy the Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company or its designee in writing at least one (1) business day prior to the date the Shares are subject to issuance and by paying the amount of these tax obligations in cash to the Company or its designee within fifteen (15) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole Shares be withheld by, or delivered to, the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities payment or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) withholding of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement and the Plan shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable of any kind required by any national, state or local law to be paid with respect to the Units or the shares of Stock to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section 12, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, or upon any other event giving rise to any tax liability, the Company shall hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock having a Fair Market Value on the date the Stock is subject to issuance or taxation an amount as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Stock at such time. To the extent of the RSUs. Upon the settlement Fair Market Value of the RSUswithheld shares, the Participant shall be deemed to have satisfied the Participant’s responsibility under this Section 12 to pay these obligations. The Participant shall satisfy the Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy the Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company or its designee in writing at least one (1) business day prior to the date the shares of stock are subject to issuance and by paying the amount of these tax obligations in cash to the Company or its designee within fifteen (15) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities payment or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) withholding of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement Agreement, the Plan and the Program shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement While the Company does not expect to withhold any tax with respect to the Awarded Shares based on the status of Grantee as an non-employee director of the RSUs Company, if the Company becomes obligated to withhold an amount on account of any federal, state, or local tax imposed because of the grant or sale of the Awarded Shares to Grantee under this Agreement or the vesting of any of the Unvested Awarded Shares under this Agreement, including any federal, state, or other income or other tax, then Grantee shall pay that amount (the “Withholding Liability”) to the Company on or promptly after the date of the event that imposes the obligation to withhold on the Company. Payment of the Withholding Liability to the Company shall be subject to the Participant satisfying any applicable U.S. federalmade in cash, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes by check payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, or in any other form acceptable to the Company. Grantee hereby acknowledges and agrees that the Company shall have may withhold or offset the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or Withholding Liability from any compensation or other amounts owing payable to a ParticipantGrantee from the Company if Grantee does not pay the Withholding Liability to the Company, and Grantee agrees that the amount (in cash, shares of Common Stock, other securities or other property) Company’s withholding and offset of any required withholding taxes in respect of the RSUssuch amount, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of it to the relevant taxing authority or authorities, shall constitute full satisfaction of the Company’s obligation to pay any such withholding taxescompensation or other amounts to Grantee. Further, if applicable. In additionunless the Company otherwise determines, the Committee mayCompany’s obligation to deliver any Vested Awarded Shares, in its sole discretionor any stock certificate or certificates representing Vested Awarded Shares, permit a Participant to satisfyGrantee shall be subject to, in whole or in partand conditioned upon, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations payment of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantWithholding Liability (if any).

Tax Withholding. The vesting and settlement (i) Regardless of any action the RSUs shall be subject Company takes with respect to the Participant satisfying any applicable U.S. or all federal, state and or local income tax, employment tax withholding obligations and non-U.S. or other tax withholding obligations. The related items (“Tax Related Items”), the Participant shall be responsible acknowledges that the ultimate liability for all income taxes payable Tax Related Items associated with the RSUs is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the settlement grant or vesting of the RSUs, the Participant shall be required to pay to delivery of the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, subsequent sale of shares of Common Stock, other securities or other property) Stock acquired at vesting and the receipt of any required withholding taxes in respect Dividend Equivalent Rights; and (B) does not commit to structure the terms of the RSUsgrant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and to take such other action as the date of any taxable event, Participant acknowledges that the Company may be necessary required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) Prior to the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionrelevant taxable event, the Committee mayParticipant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant to satisfyauthorizes the Company, in whole or in partits sole discretion, to satisfy the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject obligations with regard to any pledge or other security interest and which would not result in adverse accounting to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the Award by withholding liability or (B) having the Company withhold from the number of in shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number Participant, provided that the Company withholds only the amount of shares of Common Stock with a necessary to satisfy the minimum statutory withholding amount using the Fair Market Value equal of the shares of Common Stock on the Conversion Date. Participant shall pay to such withholding liabilitythe Company any amount of Tax Related Items that the Company may be required to withhold as a result of the Award that are not satisfied by the previously described method. The obligations Company may refuse to deliver the shares of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Common Stock to the extent permitted by law, have Participant if the right Participant fails to deduct any such withholding taxes from any payment of any kind otherwise due to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

Tax Withholding. The vesting You acknowledge that, regardless of any action taken by the Company or, if different, your employer, the ultimate liability for any or all income tax, social insurance contributions, payroll tax or other tax-related items related to your participation in the Plan and settlement legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount withheld by the Company or your employer. You further acknowledge that the Company and/or your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs shall be Award and (2) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Participant satisfying Grant Date and the date of any applicable U.S. federal, state and local relevant taxable or tax withholding obligations and nonevent, as applicable, you acknowledge that the Company and/or your employer (or former employer, as applicable) may be required to withhold or account for Tax-U.S. tax Related Items in more than one jurisdiction. You agree that the Company may satisfy such withholding obligations. The Participant shall be responsible for all income taxes by any or a combination of the following methods: (i) by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other compensation otherwise payable to you; (iii) by the Company withholding a number of shares issuable in respect of the RSUs. Upon Award having a fair market value equal to the settlement amount of Tax-Related Items that the RSUs, the Participant shall be Company determines it or your employer is required to pay to withhold; and/or (iv) arranging for the Company’s designated broker (if any, and the Company shall have the right and is hereby authorized to withhold or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting broker acceptable to the Company) owned by the Participant to sell shares having a Fair Market Value fair market value equal to such withholding liability or (B) having the amount of Tax-Related Items that the Company determines it is required to withhold from (and, in the case of using the Company’s designated broker, you authorize such sale by accepting the terms of this Award). If the obligation for Tax-Related Items is satisfied by withholding in shares, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant subject to the settlement of RSUs vested Award, notwithstanding that a number of the shares are held back solely for the purpose of Common Stock paying the Tax-Related Items. If the Tax-Related Items are not satisfied for any reason or if you otherwise fail to comply with a Fair Market Value equal to such withholding liability. The your obligations of in connection with the Tax-Related Items as described in this section, the Company under may refuse to deliver the shares pursuant to this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantAward.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable of any kind required by any national, state or local law to be paid with respect to the Units or the shares of Stock to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section 12, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, or upon any other event giving rise to any tax liability, the Company shall hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock having a Fair Market Value on the date the Stock is subject to issuance or taxation an amount as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Stock at such time. To the extent of the RSUs. Upon the settlement Fair Market Value of the RSUswithheld shares, the Participant shall be deemed to have satisfied the Participant’s responsibility under this Section 12 to pay these obligations. The Participant shall satisfy the Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy the Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company or its designee in writing at least one (1) business day prior to the date the shares of Stock are subject to issuance and by paying the amount of these tax obligations in cash to the Company or its designee within fifteen (15) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities payment or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) withholding of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement Agreement, the Plan and the Program shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement (i) Regardless of any action the RSUs shall be subject Company takes with respect to the Participant satisfying any applicable U.S. or all federal, state and or local income tax, employment tax withholding obligations and non-U.S. or other tax withholding obligations. The related items (“Tax Related Items”), the Participant shall be responsible acknowledges that the ultimate liability for all income taxes payable Tax Related Items associated with this Award is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the settlement grant or vesting of the RSUs, the delivery of the Shares, the subsequent sale of Shares acquired hereunder and the receipt of dividend equivalent payments; and (B) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant shall has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (ii) Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant to satisfyauthorizes the Company, in whole or in partits sole discretion, to satisfy the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject obligations with regard to any pledge or other security interest and which would not result in adverse accounting to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the RSUs by withholding liability or (B) having Share otherwise issuable to the Participant. The Participant shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs as a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations result of the Company under this Agreement shall be conditional on such payment or arrangements, and RSUs that are not satisfied by the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantpreviously described method.

Tax Withholding. Notwithstanding any other provision of this Agreement: (a) The vesting Company and settlement the Partnership have the authority to deduct or withhold, or require Participant to remit to the Company 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 with respect to any taxable event arising pursuant to this Agreement. The Company may permit Participant to make such payment in one or more of the RSUs shall be subject forms specified below: (i) by cash or check made payable to the Participant satisfying Company or the Partnership; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect arising as a result of the RSUs. Upon the settlement vesting of the RSUsShares, the Participant shall be required to pay to by requesting that the Company, the Partnership or one of their subsidiaries withhold a net number of vested Shares 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; (iv) with respect to any withholding taxes arising as a result of the vesting of the Shares, 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 vesting of the Shares, in the event Participant fails to provide timely payment of all sums required pursuant to Section 3.3(a), the Company shall have the right and is hereby authorized option, but not the obligation, to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take treat such other action failure as may be necessary in the opinion of the Committee an election by Participant to satisfy all obligations for the or any portion of Participant’s required payment obligation pursuant to Section 3.3(a)(ii) or Section 3.3(a)(iii) above, or any combination of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing as the Company may determine to be appropriate. The Company or the Partnership shall not be obligated to deliver any certificate representing shares of Stock issuable with respect to the Shares 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 full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting of this Award or any other taxable event related to the Shares. (c) In the event Participant’s tax withholding liability by (Aobligation will be satisfied under Section 3.3(a)(iii) above, then the delivery Company or the Partnership may elect to instruct any brokerage firm determined acceptable to the Company or the Partnership for such purpose to sell on Participant’s behalf a whole number of shares from those Shares that are then becoming vested as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s tax withholding obligation. Participant’s acceptance of Common Stock (which are not subject to any pledge or other security interest this Award constitutes Participant’s instruction and which would not result in adverse accounting authorization to the Company, the Partnership and such brokerage firm to complete the transactions described above, including the transactions described in the previous sentence, as applicable. Any shares of Stock to be sold at the Company’s direction through a broker-assisted sale will be sold on the day the tax withholding obligation arises (i.e., the date the Shares vest) owned by or 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 having a Fair Market Value equal will be responsible for all broker’s fees and other costs of sale, and Participant agrees to such withholding liability or (B) having indemnify and hold the Company withhold and the Partnership harmless from any losses, costs, damages, or expenses relating to any such sale. To the number extent the proceeds of such sale exceed Participant’s tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company, the Partnership or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Participant’s tax withholding obligation. The Company may refuse to issue any shares of Common Stock otherwise issuable or deliverable pursuant to Participant until the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such foregoing tax withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantare satisfied.

Tax Withholding. The vesting and settlement Regardless of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is required to bear pursuant to all applicable laws, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient. Prior to receipt of any shares of Common Stock that correspond to Restricted Stock that vests in accordance with this Agreement, the Recipient shall pay or make adequate arrangements satisfactory to the Company shall have and/or any Subsidiary of the right Company to satisfy all withholding and is hereby authorized payment obligations of the Company and/or any Subsidiary of the Company. In this regard, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or any cash, Subsidiary of the Company or from the proceeds of the sale of shares of Common Stock. Alternatively, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole Company may sell or in part, arrange for the foregoing withholding liability by (A) the delivery of shares sale of Common Stock (which are not subject that the Recipient is due to acquire to satisfy the minimum withholding obligation for Tax and/or withhold any pledge or other security interest and which would not result in adverse accounting Common Stock. Finally, the Recipient agrees to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having pay the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations any Subsidiary of the Company under this Agreement shall be conditional on such payment or arrangements, and any amount of any Tax that the Company will, or any Subsidiary of the Company may be required to withhold as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax as described in this section. The Company advises the Recipient to consult a lawyer or accountant with respect to the extent permitted by law, have tax consequences for the right Recipient under the Plan. The Company and/or any Subsidiary of the Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to deduct any such withholding taxes from any payment of any kind otherwise due structure the Plan to Participantreduce or eliminate the Recipient’s liability for Tax.

Tax Withholding. The vesting and Grantee 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 one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs shall PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the PSUs. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the Participant satisfying any applicable U.S. federalvested PSUs, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect notwithstanding that a number of the RSUsShares are held back solely for the purpose of paying the Tax-Related Items. Upon the settlement of the RSUsFurther, the Participant shall be required Grantee agrees to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to account for as a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect result of the RSUs, and to take such other action as may be necessary Grantee’s participation in the opinion Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the Committee to satisfy all obligations for the payment sale of such withholding taxesShares, if applicable. In addition, the Committee may, Grantee fails to comply with the Grantee’s obligations in its sole discretion, permit a Participant to satisfy, in whole or in part, connection with the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. Notwithstanding any other provision of this Agreement (including, without limitation, Section 2.1(b) hereof): (a) The vesting and settlement of 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 be subject have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of resulting from the RSUs. Upon the settlement grant or 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) To the maximum extent permitted by applicable law, the Company has the authority to deduct or withhold, or require Participant shall be required to pay remit to the Company, an amount sufficient to satisfy the Tax Withholding Obligation with respect to any taxable event arising from the vesting of the RSUs or the receipt of the Shares upon settlement of the RSUs. In addition, Participant may satisfy the Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation in one or more of the forms specified below: (i) by cash or check made payable to the Company; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with the consent of the Administrator, by requesting that the Company withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (iv) with the consent of the Administrator, by tendering vested shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the Tax Withholding Obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; (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 issuable pursuant to the RSUs then vesting and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or its Subsidiary with respect to which the Tax Withholding Obligation arises in satisfaction of such obligation; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (c) In the event Participant fails to elect to provide timely payment of all sums required pursuant to Section 2.2(a) prior to the time the Tax Withholding Obligation arises pursuant to one of the permitted payment forms specified in Section 2.2(b), the Company shall have the right and is hereby authorized option, but not the obligation, to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take treat such other action failure as may be necessary in the opinion of the Committee an election by Participant to satisfy all obligations for the or any portion of Participant’s required payment obligation pursuant to Section 2.2(b)(ii) or Section 2.2(b)(iii) above, or any combination of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by as the Company may determine to be appropriate. (Ad) In the delivery of shares of Common Stock (which are not subject event Participant’s Tax Withholding Obligation will be satisfied under Section 2.2(b)(iii) above, then the Company may elect to instruct any pledge or other security interest and which would not result in adverse accounting brokerage firm determined acceptable to the Company) owned by the Participant having Company for such purpose to sell on Participant’s behalf a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the whole number of shares from those Shares issuable to Participant upon settlement of Common Stock otherwise issuable or deliverable pursuant the RSUs as the Company 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 settlement of RSUs Company and such brokerage firm to complete the transactions described above, including the transactions described in the previous sentence, as applicable. Any Shares to be sold at the Company’s direction through a number of shares of Common broker-assisted sale will be sold on the day the Tax Withholding Obligation arises (i.e., the date Stock with a Fair Market Value equal to such withholding liabilityis delivered) or as soon thereafter as practicable. The obligations Shares may be sold as part of a block trade with other participants of the Company under this Agreement shall Plan in which all participants receive an average price. Participant will be conditional on such payment or arrangementsresponsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company willharmless from any losses, costs, damages, or expenses relating to any such sale. To the extent permitted by lawthe proceeds of such sale exceed Participant’s Tax Withholding Obligation, have the right Company agrees to deduct pay such excess in cash to Participant as soon as practicable. Participant acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such withholding taxes from any payment of any kind otherwise due sale may not be sufficient to satisfy Participant’s Tax Withholding Obligation.

Tax Withholding. The vesting (a) On or before the time you receive a distribution of the shares subject to your Performance Units, or at any time thereafter as requested by the Company, you may satisfy any federal, state, local or foreign tax withholding obligation relating to your Performance Units by any of the following means, which you must elect in advance by making an appropriate election via the account established under your name with E*TRADE Financial or such other brokerage firm selected by the Company (the “Brokerage Account”), or by such other method acceptable to the Committee if you do not have a Brokerage Account, at such time or times specified by the Committee: (i) tendering a cash payment that covers your tax withholding obligation by depositing such cash payment into your Brokerage Account or providing it directly to the Company on or before the date your Performance Units vest; or (ii) authorizing a sell-to-cover transaction, which involves the automatic sale by E*TRADE Financial or such other brokerage firm selected by the Company, through one or more block trades, of the number of vested shares with the value necessary to satisfy the tax withholding obligations, the assignment to the Company of the proceeds of the sale for subsequent payment to the relevant tax authorities, and the release or delivery to you of the remaining vested shares; or (iii) if you are an executive officer of the Company at the time you receive such distribution of the shares subject to your Performance Units, authorizing a net share settlement transaction under which the Company will withhold from the shares otherwise issuable to you in connection with your Performance Units a number of shares the Fair Market Value of which is sufficient to cover the tax withholding obligation and issuing to you the remaining shares in settlement of your Performance Units on the RSUs date your Performance Units vest. The Committee shall be subject have discretion to the Participant allow any other method of satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. as it may determine to be adequate. (b) Notwithstanding anything to the contrary set forth herein, the Company will satisfy the tax withholding obligations. The Participant shall be responsible for all income taxes payable obligations relating to your Performance Units through a sell-to-cover transaction or, in respect the case of an executive officer, a net share settlement transaction (each such transaction as described above) on the date your Performance Units vest in the following circumstances: (i) you do not make an election in a form acceptable to the Committee on or prior to the date your Performance Units vest regarding the method of satisfaction of your tax withholding obligation; or (ii) you timely elect to satisfy your tax withholding obligation via tendering a cash payment as provided above, but as of the RSUs. Upon date your Performance Units vest there are insufficient funds in your Brokerage Account or received by the settlement Company to cover the tax withholding obligation. (c) Any shares of Stock withheld to satisfy any tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. (d) Unless the tax withholding obligations of the RSUsCompany and/or any Affiliate are satisfied, the Participant shall be required to pay to the Company, and the Company shall have no obligation to deliver to you any Stock. In the right and is hereby authorized event the Company’s obligation to withhold any cash, shares arises prior to the delivery to you of Common Stock, other securities Stock or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) it is determined after the delivery of shares Stock to you that the amount of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned ’s withholding obligation was greater than the amount withheld by the Participant having a Fair Market Value equal Company, you agree to such withholding liability or (B) having indemnify and hold the Company withhold harmless from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of any failure by the Company under this Agreement shall be conditional on such payment or arrangements, and to withhold the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantproper amount.

Tax Withholding. The vesting and settlement (a) Regardless of any action the RSUs shall be subject Company takes with respect to the Participant satisfying any applicable or all income tax (including U.S. federal, state and local tax withholding obligations and taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Unit Award, including the grant of the Performance Share Units, the vesting of the Performance Share Units, the subsequent sale of any shares of Common Stock acquired pursuant to the Performance Share Units and the receipt of any dividends or dividend equivalents; and (b) does not commit to structure the terms of the grant or any aspect of the Performance Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the grant date and the date of any relevant taxable or tax withholding obligationsevent, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country. The Participant For tax and withholding purposes and unless otherwise required under applicable law, the value of any shares of Common Stock issued shall be responsible for all income taxes payable in respect determined based on the closing stock price on the date of vesting regardless of when the Shares are actually credited to the Participant's account. (b) If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a portion of the RSUs. Upon the settlement Shares otherwise issuable upon vesting of the RSUsPerformance Share Units (or a portion of any cash proceeds where the Performance Share Units are settled in cash or a forced sale is required) that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the grant of the Performance Share Units and the issuance of Shares hereunder. If the obligation for Tax-Related Items is satisfied by withholding Shares or a portion of any cash proceeds (where the Performance Share Units are settled in cash or a forced sale is required), for tax purposes, the Participant shall be required deemed to pay have been issued the full number of Shares subject to the Companyvested Performance Share Units, and notwithstanding that a number of the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities Shares (or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) portion of any required cash proceeds) are withheld solely for the purpose of satisfying any withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment Tax-Related Items due as a result of such withholding taxes, if applicableany aspect of the Participant’s participation in the Plan. In additionAlternatively, the Committee Company may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary or other amounts payable to the Participant, with no withholding of Shares, or may require the Participant to submit payment equivalent to the Tax-Related Items required to be withheld with respect to the Shares by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements are not satisfied, no Shares will be issued to the Participant (or the Participant’s estate) upon vesting of the Performance Share Units (or no cash payment will be made where the Performance Share Units are settled in cash or a forced sale is required) unless and until satisfactory arrangements (as determined by the Company in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned have been made by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant with respect to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind such Tax-Related Items. By accepting the Performance Share Units, the Participant expressly consents to the methods of withholding as provided hereunder and/or any other methods of withholding that the Company may adopted and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Performance Share Units and any Shares delivered in payment thereof shall be the Participant’s sole responsibility. (c) To the extent the Company pays any Tax-Related Items that are the Participant’s responsibility (“Advanced Tax Payments”), the Company shall be entitled to recover such Advanced Tax Payments from the Participant in any manner that the Company determines appropriate in its sole discretion. For purposes of the foregoing, the manner of recovery of the Advanced Tax Payments shall include (but is not limited to) offsetting the Advanced Tax Payments against any and all amounts that may be otherwise due owed to the Participant by the Company (including regular salary/wages, bonuses, incentive payments and Shares acquired by the Participant pursuant to any equity compensation plan that are otherwise held by the Company for the Participant’s benefit). (d) The Company may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Section 6.5 of the Plan.

Tax Withholding. The vesting and settlement Optionee acknowledges that, regardless of any action taken by the RSUs shall be subject to Partnership Group, the Participant satisfying any applicable ultimate liability for all income tax (including U.S. federal, state and local tax withholding obligations and taxes and/or non-U.S. tax withholding obligationstaxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”) is and remains Optionee’s responsibility and may exceed the amount, if any, actually withheld by the Partnership Group. The Participant shall be responsible for all income taxes payable Optionee further acknowledges that the Partnership Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the RSUs. Upon Options, including the settlement grant of Options, the vesting of Options, the exercise of Options, the subsequent sale of any Units acquired pursuant to the Options and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the RSUsgrant or any aspect of the Options to reduce or eliminate Optionee’s liability for Tax-Related Items. Further, if Optionee becomes subject to taxation in more than one country, Optionee acknowledges that the Participant shall Partnership Group may be required to withhold or account for Tax-Related Items in more than one country. Prior to the delivery of Units upon exercise of the Options, if Optionee’s country of residence (and country of employment, if different) requires withholding of Tax-Related Items, Optionee agrees to make adequate arrangements satisfactory to the Partnership Group to satisfy all Tax-Related Items. In this regard, the General Partner may either (i) require that Optionee pay to the CompanyPartnership or the Service Recipient, and the Company shall have the right and is hereby authorized to withhold any in cash, shares check and/or cash equivalent, the amount necessary to pay the Tax-Related Items required to be withheld or (ii) withhold a sufficient number of Common Stockwhole Units otherwise issuable upon exercise of the Options that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Units. Alternatively, other securities or other property deliverable under the RSUs or Partnership Group (as determined by the General Partner in its sole discretion) may (i) withhold the Tax-Related Items required to be withheld with respect to the Units in cash from any compensation Optionee’s regular salary and/or wages, or other amounts owing payable to a ParticipantOptionee or (ii) provide for another method of withholding permitted by applicable law. Depending on the withholding method, the amount (in cash, shares of Common Stock, other securities Partnership Group may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other property) applicable withholding rates in Optionee’s jurisdiction(s), including maximum applicable rates if so determined by the General Partner in its sole discretion, in which case Optionee may receive a refund of any required over-withheld amount in cash and will have no entitlement to the equivalent number of Units. If the obligation for Tax-Related Items is satisfied by withholding taxes in respect Units, for tax purposes, Optionee is deemed to have been issued the full number of Units subject to the exercised Options, notwithstanding that a number of the RSUsUnits are held back solely for the purpose of paying the Tax-Related Items. In the event the withholding requirements are not satisfied by the method determined by the General Partner, and no Units will be issued to take such other action as may be necessary in the opinion Optionee (or Optionee’s estate) upon exercise of the Committee Options unless and until satisfactory arrangements (as determined by the General Partner) have been made by Optionee with respect to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, any Tax-Related Items that the Committee mayGeneral Partner determines, in its sole discretion, permit a Participant must be withheld or collected with respect to satisfysuch Options. By accepting the Options, Optionee expressly consents to the withholding of Units and/or withholding from Optionee’s regular salary and/or wages or other amounts payable to Optionee and/or any other method of withholding determined by the General Partner and permitted under applicable law as provided for hereunder. All other Tax-Related Items related to the Options and any Units delivered in whole or in part, payment thereof are Optionee’s sole responsibility. In the foregoing event the withholding liability by (A) the delivery of shares of Common Stock (which requirements are not subject satisfied by the method determined by the Company, no Units will be issued to any pledge Participant (or other security interest Participant’s estate) upon exercise of the Options unless and which would not result in adverse accounting until satisfactory arrangements (as determined by the General Partner) have been made by Optionee with respect to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due Tax-Related Items that the General Partner determines, in its sole discretion, must be withheld or collected with respect to Participantsuch Options. By accepting the Options, Optionee expressly consents to the withholding of Units and/or withholding from Optionee’s regular salary and/or wages or other amounts payable to Optionee and/or any other method of withholding determined by the General Partner and permitted under applicable law as provided for hereunder. All other Tax-Related Items related to the Options and any Units delivered in payment thereof are Optionee’s sole responsibility.

Tax Withholding. Notwithstanding any other provision of this Agreement: (a) The vesting Company or any other Participating Company, as applicable, have the authority to deduct or withhold, or require Participant to remit to the applicable Participating Company, an amount sufficient to satisfy any applicable federal, state, local and settlement foreign taxes (including the employee portion of any FICA obligation) required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. A Participating Company may withhold or Participant may make such payment in one or more of the RSUs shall be subject forms specified below: (i) by cash or check made payable to the Participant satisfying Participating Company with respect to which the withholding obligation arises; (ii) by the deduction of such amount from other compensation payable to Participant; (iii) with respect to any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable arising in respect of connection with the RSUs. Upon the settlement distribution of the RSUs, with the Participant shall consent of the Administrator, by requesting that the Participating Companies withhold a net number of vested Shares otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Participating Companies 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 distribution of the RSUs, with the consent of the Administrator, by tendering to the 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 necessary to satisfy the withholding obligation of the Participating Companies based on the maximum applicable 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; (v) with respect to any withholding taxes arising in connection with the distribution of the RSUs, 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 RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the CompanyParticipating Company with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or other applicable Participating Company at such time as may be required by the Administrator, and but in any event not later than the settlement of such sale; or (vi) in any combination of the foregoing. (b) With respect to any withholding taxes arising in connection with the RSUs, in the event Participant fails to provide timely payment of all sums required pursuant to Section 2.5(a), the Company shall have the right and is hereby authorized option, but not the obligation, to withhold treat such failure as an election by Participant to satisfy all or any cashportion of Participant’s required payment obligation pursuant to Section 2.5(a)(ii) or Section 2.5(a)(iii) above, shares or any combination of Common Stockthe 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, other securities or other property deliverable under 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 of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the vesting or settlement of the RSUs or any other taxable event related to the RSUs. (c) In the event any tax withholding obligation arising in connection with the RSUs will be satisfied under Section 2.5(a)(iii), 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 then issuable to Participant pursuant to the RSUs 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 Participating Company 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. The Company may refuse to issue any compensation or other amounts owing Shares in settlement of the RSUs to Participant until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed under this Section 2.5(c) if such delay will result in a Participant, the amount violation of Section 409A. (d) Participant is ultimately liable and responsible for all taxes owed in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of connection with the RSUs, and regardless of any action the Company or any other Participating Company takes with respect to take such other action as may be necessary any tax withholding obligations that arise in connection with the opinion RSUs. No Participating Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Committee to satisfy all obligations for RSUs or the payment subsequent sale of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilityShares. The obligations of Participating Companies do not commit and are under no obligation to structure the Company under this Agreement shall be conditional on such payment RSUs to reduce or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to eliminate Participant’s tax liability.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Corporation or your Employer take with respect to the Participant satisfying any applicable or all income tax (including U.S. federal, state and local tax withholding obligations and taxes or non-U.S. tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations. The Participant shall be responsible (“Tax-Related Items”), you acknowledge that the ultimate liability for all income taxes payable Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the RSUs. Upon PSUs, including the settlement grant of the RSUsPSUs, the Participant shall vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to pay withhold or account for Tax-Related Items in more than one country. Prior to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (which are not subject and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to any pledge or other security interest and which would not result in adverse accounting to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the Company) owned by vesting of the Participant having a PSUs that have an aggregate Fair Market Value equal sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such PSUs. By accepting this grant of PSUs, you expressly consent to the withholding liability of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility. Depending on the withholding method, the Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable statutory or other withholding rates, including minimum or maximum rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (B) having with no entitlement to the Company withhold from equivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, you shall be deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant subject to the settlement of RSUs vested PSUs, notwithstanding that a number of the shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations are held back solely for the purpose of paying the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The Regardless of any action the Company or the Grantee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of a Performance Award, including the grant and vesting and settlement of the RSUs shall be subject Performance Award, subsequent delivery of the [Shares related to such Performance Award or the Participant satisfying subsequent sale of any applicable U.S. federal, state Shares acquired pursuant to such Performance Award]/[cash payment] and local tax withholding obligations and non(ii) do not commit to structure the terms or any aspect of this grant of a Performance Award to reduce or eliminate the Grantee’s liability for Tax-U.S. tax withholding obligationsRelated Items. The Participant Grantee shall be responsible for all income taxes payable in respect pay the Company or the Employer any amount of Tax-Related Items that the RSUs. Upon Company or the settlement of the RSUs, the Participant shall Employer may be required to pay withhold as a result of the Grantee’s participation in the Plan or receipt of a Performance Award that cannot be satisfied by the means described below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Company, and Grantee acknowledges that the Company shall have the right and is hereby authorized and/or Employer (or former Employer, as applicable) may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (account for Tax-Related Items in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilitymore than one jurisdiction. The Company may refuse to deliver the Performance Award payment if the Grantee fails to comply with the Grantee’s obligations of in connection with the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable in of any kind required by any national or local law to be paid with respect to the Units or the shares of the RSUs. Upon the settlement of the RSUsStock to be awarded hereunder, including, without limitation, the Participant payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section, upon the issuance of Stock or the satisfaction of any vesting condition with respect to the Stock to be issued hereunder, the Company shall hold back from the total number of shares of Stock to be required delivered to pay the Participant, and shall cause to be transferred to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, whole shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value on the date the shares are subject to issuance an amount as nearly as possible equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant rounded to the settlement next whole share) the Company's withholding, income, social and similar tax obligations with respect to the Stock. To the extent of RSUs a number of shares of Common Stock with a the Fair Market Value equal of the withheld shares, Participant shall be deemed to have satisfied Participant's responsibility under this Section 11 to pay these obligations. The Participant shall satisfy Participant's responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy Participant's responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company in writing at least thirty (30) days prior to the date the shares of Stock are subject to issuance and paying the amount of these tax obligations in cash to the Company within ten (10) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding liabilityrequirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any taxes. The obligations of the Company under this Agreement and the Plan shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Corporation or your Employer take with respect to the Participant satisfying any applicable or all income tax (including U.S. federal, state and local tax withholding obligations and taxes or non-U.S. tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations. The Participant shall be responsible (“Tax-Related Items”), you acknowledge that the ultimate liability for all income taxes payable Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the RSUs. Upon PSUs, including the settlement grant of the RSUsPSUs, the Participant shall vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to pay withhold or account for Tax-Related Items in more than one country. Prior to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (which are not subject and/or the country of employment, if different) requires withholding or payment of Tax-Related Items, the Corporation shall be authorized to any pledge or other security interest and which would not result in adverse accounting to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the Company) owned by vesting of the Participant having a PSUs that have an aggregate Fair Market Value equal sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such PSUs. By accepting this grant of PSUs, you expressly consent to the withholding liability of shares of Common Stock and/or withholding from your regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility. Without limiting the Corporation’s or your Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth herein, by accepting this grant of PSUs, you authorize the Corporation and/or your Employer to withhold shares of Common Stock otherwise deliverable to you upon vesting of your PSUs to satisfy Tax-Related Items, regardless of whether the Corporation and/or your Employer have an obligation to withhold such Tax-Related Items. The Corporation or your Employer may withhold or account for Tax-Related Items by considering applicable statutory or other withholding rates, including minimum or maximum rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (B) having with no entitlement to the Company withhold from equivalent in Common Stock). In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Corporation and/or your Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, you shall be deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant subject to the settlement of RSUs vested PSUs, notwithstanding that a number of the shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations are held back solely for the purpose of paying the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The Company or any Affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or payment of any shares of Stock or dividends. By accepting this Agreement, Xxxxxxx hereby authorizes the Company to withhold from fully vested shares of Stock otherwise deliverable to Grantee a number of whole shares of Stock necessary to satisfy the Company’s required tax withholding with respect to the Award and settlement to deduct any remaining amount due from any payments due to Grantee. Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering: (a) a cashier’s check or other check acceptable to the Company; or (b) whole shares of Stock already owned by Grantee, in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check or shares shall be indicated within Solium (xxxxx://xxxxxxxxxx.xxxxxx.xxx) or any vendor replacement for Solium as designated by the Company and communicated to the Financial Reporting team prior to the vesting of the RSUs grant and shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to restrictions or limitations that the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant deems appropriate. Any shares delivered or withheld shall have an aggregate Fair Market Value not in excess of the minimum statutory total tax withholding obligation. The Fair Market Value of the shares used to satisfy, in whole or in part, satisfy the foregoing withholding liability obligation shall be determined by (A) the delivery Company as of shares the date that the amount of Common Stock (which are tax to be withheld is to be determined. Shares used to satisfy any tax withholding obligation must be vested and cannot be subject to any pledge repurchase, forfeiture, or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantsimilar requirements.

Tax Withholding. The vesting and settlement (a) Regardless of any action the RSUs shall be subject Company takes with respect to the Participant satisfying any applicable U.S. or all federal, state and or local income tax, employment tax withholding obligations and non-U.S. or other tax withholding obligations. The related items (“Tax Related Items”), the Participant shall be responsible acknowledges that the ultimate liability for all income taxes payable Tax Related Items associated with the shares of Restricted Stock (and the dividends or other distributions paid thereupon) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in respect connection with any aspect of the RSUs. Upon shares of Restricted Stock, including, but not limited to, the settlement grant or vesting of the RSUsshares of Restricted Stock, the subsequent sale of the Shares acquired at vesting and the receipt of any dividends or other distributions; and (B) does not commit to structure the terms of the grant or any aspect of the shares of Restricted Stock to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company may be required to withhold or account for Tax Related Items in more than one jurisdiction. (b) Prior to the relevant taxable event, the Participant shall be required to pay or make adequate arrangements satisfactory to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, unless both the Participant and the Company agree that the Participant may satisfy the obligations with regard to satisfy, in whole all Tax Related Items legally payable by the Participant with respect to the Shares by paying the Company cash or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting cash equivalents acceptable to the Company) owned , the Participant authorizes the Company, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant having a with respect to the shares of Restricted Stock by withholding Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount using the Fair Market Value equal of the Shares on the Vesting Date. Participant shall pay to such withholding liability or (B) having the Company any amount of Tax Related Items that the Company may be required to withhold from as a result of the number of shares of Common Restricted Stock otherwise issuable or deliverable pursuant that are not satisfied by the previously-described Share-withholding method. The Company may refuse to deliver the Shares to the settlement of RSUs a number of shares of Common Stock Participant if the Participant fails to comply with a Fair Market Value equal to such withholding liability. The Participant’s obligations of in connection with the Company under Tax Related Items as described in this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantSection 8.

Tax Withholding. The vesting and settlement As a condition to delivery of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable Shares in respect of the RSUs. Upon the settlement of the vested RSUs, the Participant shall be required to will pay to the Company, and or, pursuant to Section 15(d) of the Plan, make provisions satisfactory to the Company for payment of, any federal, state or local tax laws in respect of the transfer of Shares in settlement of the RSUs. The Company shall have the power and the right to deduct or withhold, or require Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) foreign taxes of any required withholding taxes in respect of kind (including, but not limited to, Participant’s FICA and SDI obligations) which the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee mayCompany, in its sole discretion, permit a 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 satisfy, in whole or in partdo so, the foregoing Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any such statutorily required minimum withholding liability obligation with regard to Participant shall be satisfied solely by (Aretaining and instructing a registered broker(s) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal ’s choosing to sell such number of Shares necessary to satisfy such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations obligations, after deduction of the Company under this Agreement shall be conditional on such payment or arrangementsbroker’s commission, and the Company will, broker shall remit to the extent permitted Company the cash proceeds thereof. In furtherance of the foregoing, by lawthe execution of this Agreement, Participant hereby irrevocably instructs the Company and a registered broker(s) of the Company’s choosing to sell on behalf of Participant at the “market price,” that number of Shares required to generate sufficient cash necessary in order for the Company to satisfy its withholding obligations with regard to Participant. Participant represents to the Company and the broker that Participant is entering into this Agreement in good faith. Participant shall have the right no ability to deduct modify these instructions. Participant further agrees to execute any such withholding taxes from any documents as are requested by the 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 kind otherwise due to 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.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Corporation or your Employer take with respect to the Participant satisfying any applicable or all income tax (including U.S. federal, state and local tax withholding obligations and taxes or non-U.S. tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations. The Participant shall be responsible (“Tax-Related Items”), you acknowledge that the ultimate liability for all income taxes payable Tax-Related Items legally due by you is and remains your responsibility and that the Corporation and your Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the RSUs. Upon PSUs, including the settlement grant of the RSUsPSUs, the Participant shall vesting of the PSUs, the subsequent sale of any shares of Common Stock acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), and (b) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you are or become subject to taxation in more than one country you acknowledge that the Corporation and/or the Employer (or former employer, as applicable) may be required to pay withhold or account for Tax-Related Items in more than one country. Prior to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (which are not subject and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to any pledge or other security interest and which would not result in adverse accounting to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the Company) owned by vesting of the Participant having a PSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. In cases where the Fair Market Value of the number of whole shares of Common Stock withheld is greater than the Tax-Related Items required to be withheld, the Corporation shall make a cash payment to you equal to the difference as soon as administratively practicable. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that withholding in shares of Common Stock is prohibited or problematic under Applicable Laws or otherwise may trigger adverse consequences to the Corporation or your Employer, your Employer is authorized to withhold the Tax-Related Items required to be withheld with respect to the shares of Common Stock in cash from your regular salary and/or wages or any other amounts payable to you. In the event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or through your regular salary and/or wages or other amounts payable to you by your Employer, no shares of Common Stock will be issued to you (or your estate) upon vesting of the PSUs unless and until satisfactory arrangements have been made by you with respect to the payment of any Tax-Related Items that the Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such PSUs. By accepting this grant of PSUs, you expressly consent to the withholding liability of shares of Common Stock and/or withholding from your regular salary and/or wages or (B) having other amounts payable to you as provided for hereunder. All other Tax-Related Items related to the Company PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility. Depending on the withholding method, the Corporation or your Employer may withhold from or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, you shall be deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant subject to the settlement of RSUs vested PSUs, notwithstanding that a number of the shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations are held back solely for the purpose of paying the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting 7.1 If you are a U.S. taxpayer, you acknowledge that on each date that shares underlying the PBRSUs are issued to you (the “Payment Date”), the fair market value of the shares of common stock will be treated as ordinary compensation income for U.S. federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts pursuant to 7.3 below. 7.2 You acknowledge that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PBRSUs, including, but not limited to, the grant, vesting, or settlement of the RSUs shall PBRSUs, the subsequent sale of shares of common stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PBRSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 7.3 Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: 7.3.1 withholding from your wages or other cash compensation paid by the Company and/or the Employer; or 7.3.2 withholding from proceeds of the sale of shares of common stock acquired upon vesting/settlement of the PBRSUs, either through a voluntary sale or through a mandatory sale arranged by the Company on your behalf pursuant to this authorization; or 7.3.3 withholding in shares of common stock to be issued upon vesting/settlement of the PBRSUs. 7.4 Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, you are deemed to have been issued the full number of shares of common stock subject to the Participant satisfying any applicable U.S. federalvested PBRSUs, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect notwithstanding that a number of the RSUs. Upon shares of common stock are held back solely for the settlement purpose of paying the RSUsTax-Related Items. 7.5 Finally, the Participant shall be required you agree to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect proceeds of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery sale of shares of Common Stock (which are not subject common stock if you fail to any pledge or other security interest and which would not result comply with your obligations in adverse accounting to connection with the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting Regardless of any action taken by the Participating Company Group with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and settlement remains the Participant’s responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs shall be subject to Option, including the Participant satisfying any applicable U.S. federalgrant, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect vesting or exercise of the RSUs. Upon Option, the settlement subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (ii) does not commit to structure the terms of the RSUsgrant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. At the time of exercise of the Option, the Participant shall be required to pay or make adequate arrangements satisfactory to the Company, and the Participating Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Group to satisfy all withholding obligations for of the payment of such withholding taxes, if applicableParticipating Company Group. In additionthis regard, at the Committee may, in its sole discretion, permit a Participant to satisfytime the Option is exercised, in whole or in part, or at any other time as reasonably requested by the foregoing Company, the Participant hereby authorizes withholding liability of all applicable Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company Group, if any, which arise in connection with the Option. Alternatively, or in addition, if permissible under applicable law, the Participating Company Group may (Ai) sell or arrange for the delivery sale of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned acquired by the Participant having a Fair Market Value equal to such meet the withholding liability or obligation of Tax-Related Items and/or (Bii) having withhold in shares, provided that only the Company withhold from the number amount of shares of Common Stock otherwise issuable or deliverable pursuant necessary to satisfy the minimum withholding amount are withheld. Finally, the Participant shall pay to the settlement Participating Company Group any amount of RSUs the Tax-Related Items that the Participating Company Group may be required to withhold as a number result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to process the exercise of the Option or to deliver shares of Common Stock until the obligations in connection with a Fair Market Value equal to such withholding liability. The obligations of the Company under Tax-Related Items as described in this Agreement shall be conditional on such payment or arrangements, and section have been satisfied by the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

Tax Withholding. The RSUs are taxable upon vesting and settlement based on the market value in accordance with the tax laws of the country where you are resident or employed. RSUs shall are taxable in accordance with the existing or future tax laws of the country where you are resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the Participant satisfying any extent required by applicable U.S. federal, state or other law, you shall make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations and non-U.S. tax withholding obligationsthat arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable). The Participant Corporation shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall not be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold issue or lift any cash, restrictions on shares of the Common Stock, other securities or other property deliverable under the Stock pursuant to your RSUs or from to recognize any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery purported transfer of shares of the Common Stock (which until such obligations are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied. Unless provided otherwise by the Participant having a Fair Market Value equal to such Committee, these obligations will be satisfied by the Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding liabilityto the Corporation. The obligations shares may be sold as part of a block trade with other participants of the Company under 2006 Plan in which all participants receive an average price. For this Agreement shall purpose, "Market Value" will be conditional calculated as the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on such payment or arrangementsthe day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment regardless of any kind otherwise due action the Corporation takes or any transaction pursuant to Participantthis Section 9 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. The (a) Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of this Award or the subsequent sale of Shares acquired pursuant to this Award; and settlement (ii) does not commit to structure the terms of the RSUs shall grant or any aspect of this Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve a particular tax result. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company, or its agents, at their discretion, to satisfy any applicable withholding obligations with regard to Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company; (ii) withholding from the proceeds of the sale of Shares acquired upon vesting of this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization) without further consent; (iii) withholding Shares to be issued upon vesting of this Award; or (iv) any other method determined by the Committee and permitted by applicable laws. Notwithstanding the foregoing, if the Participant is subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and nonshort-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect swing profit rules of Section 16(b) of the RSUs. Upon Exchange Act, the settlement Company will withhold in Shares issuable at vesting of the RSUsAward upon the relevant withholding event, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned unless otherwise determined by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantCommittee.

Tax Withholding. The Company shall assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this Option, including the grant, vesting and settlement or exercise of this Option or sale of Shares acquired pursuant to the exercise of this Option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the RSUs shall be subject Company’s actions in this regard, the Participant hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this Option grant, including the grant, vesting or exercise of this Option and the subsequent sale of Shares acquired pursuant to the exercise of this Option; and (b) does not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate the Participant’s liability regarding tax-related items. In the event the Company determines that it and/or a Subsidiary must withhold any tax-related items as a result of the Participant’s participation in the Plan, the Participant satisfying any applicable U.S. federal, state and local tax agrees as a condition of the grant of this Option to make arrangements satisfactory to the Company to enable it to satisfy all withholding obligations and non-U.S. tax withholding obligationsrequirements. The Participant shall be responsible for authorizes the Company and/or a Subsidiary to withhold all income applicable withholding taxes payable in respect of from the RSUsParticipant’s wages. Upon the settlement of the RSUsFurthermore, the Participant shall agrees to pay any amount of taxes to the Company and/or a Subsidiary as one or both may be required to pay withhold as a result of the Participant’s participation in the Plan and that cannot be satisfied by deduction from the Participant’s wages or other cash compensation paid to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The Participant acknowledges that he or she may not exercise this Option unless the tax withholding obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct and/or any such withholding taxes from any payment of any kind otherwise due to ParticipantSubsidiary are satisfied.

Tax Withholding. The vesting Regardless of any action taken by the Participating Company Group with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and settlement remains the Participant’s responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs shall be subject to Option, including the Participant satisfying any applicable U.S. federalgrant, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect vesting or exercise of the RSUs. Upon Option, the settlement subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (ii) does not commit to structure the terms of the RSUsgrant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. At the time of exercise of the Option, the Participant shall be required to pay or make adequate arrangements satisfactory to the Company, and the Participating Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Group to satisfy all withholding obligations for of the payment of such withholding taxes, if applicableParticipating Company Group. In additionthis regard, at the Committee may, in its sole discretion, permit a Participant to satisfytime the Option is exercised, in whole or in part, or at any time thereafter as requested by the foregoing Company, the Participant hereby authorizes withholding liability of all applicable Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company Group, if any, which arise in connection with the Option. Alternatively, or in addition, if permissible under applicable law, the Participating Company Group may (Ai) sell or arrange for the delivery sale of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned acquired by the Participant having a Fair Market Value equal to such meet the withholding liability or obligation of Tax-Related Items and/or (Bii) having withhold in shares, provided that only the Company withhold from the number amount of shares of Common Stock otherwise issuable or deliverable pursuant necessary to satisfy the minimum withholding amount are withheld. Finally, the Participant shall pay to the settlement Participating Company Group any amount of RSUs the Tax-Related Items that the Participating Company Group may be required to withhold as a number result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to process the exercise of the Option or to deliver shares of Common Stock until the obligations in connection with a Fair Market Value equal to such withholding liability. The obligations of the Company under Tax-Related Items as described in this Agreement shall be conditional on such payment or arrangements, and section have been satisfied by the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

Tax Withholding. The vesting and settlement of the RSUs shall be subject As a condition to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUsAward, the Participant shall Grantee agrees to make adequate provision for all income tax, social insurance, social contribution, payroll tax, fringe benefits tax, payment on account, or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”). The Grantee acknowledges that, regardless of any action taken by the Company or, if different, any affiliate of the Company to whom the Grantee is rendering services (the “Service Recipient”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Grantee further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, or settlement of the Award; the subsequent sale of Shares acquired pursuant to such settlement; and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Service Recipient, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by (to the maximum extent permitted by applicable law): (i) requiring a cash payment paid by the Grantee; (ii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or any affiliate of the Company; (iii) withholding from proceeds of the sale of Shares acquired at settlement of the Award (in each case on the Grantee’s behalf pursuant to this authorization and without further consent); and/or (iv) withholding from the Shares to be issued upon settlement. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the LanzaTech 2023 Long-Term Incentive Plan 1 Employee RSU Award Agreement – Exhibit A ​ ​ Grantee is deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay to the Company, and Company and/or the Service Recipient any amount of Tax-Related Items that the Company shall have and/or the right and is hereby authorized Service Recipient may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to account for as a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect result of the RSUs, and to take such other action as may be necessary Grantee’s participation in the opinion Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the Committee to satisfy all obligations for the payment sale of such withholding taxesShares, if applicable. In addition, the Committee may, Grantee fails to comply with the Grantee’s obligations in its sole discretion, permit a Participant to satisfy, in whole or in part, connection with the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. (a) The vesting LLC will withhold and settlement pay over to the Internal Revenue Service or other applicable Taxing authority all Taxes or withholdings, and all interest, penalties, additions to Tax, and similar liabilities in connection therewith or attributable thereto (“Withheld Taxes”) to the extent that the Tax Matters Member in good faith determines that withholding or payment is required by the Code or any other Law. The Tax Matters Member in good faith will determine to which Member the Withheld Taxes are attributable. For example, Withheld Taxes measured with respect to a Member’s distributive share of the RSUs shall LLC’s income, gain, or other LLC item would be subject attributable to that Member. All Withheld Taxes will be withheld against the amounts otherwise distributable to the Participant satisfying Member to which the Withheld Taxes are attributable, and any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligationsamounts so withheld will be treated as a distribution to that Member. The Participant shall be responsible for all income taxes payable in respect of If any Withheld Taxes attributable to a Member exceed the RSUs. Upon amount otherwise distributable to the settlement of the RSUsMember, the Participant shall excess will be required to pay considered a loan (a “Withholding Loan”) by the LLC to the Company, and the Company Member. (b) The borrowing Member shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfyprepay, in whole or in part, a Withholding Loan at any time and shall be required to repay any such Withholding Loan within ten days after the foregoing withholding liability Tax Matters Member delivers a written demand therefor, together with interest from the date the loan was made until the date of the repayment at a rate per annum equal to the LLC’s cost of debt capital, as reasonably determined by the Managing Member. Absent prior demand, the maturity of the Withholding Loan will be the date of dissolution of the LLC. If a Withholding Loan is not paid when due, distributions from the LLC to the borrowing Member (Aincluding distributions pursuant to Section 4.4(a)) may be withheld and applied toward repayment of the delivery of shares of Common Stock (which are not subject to any pledge or other security accrued and unpaid interest and which would not result in adverse accounting principal on such Withholding Loan, with any amounts so withheld being treated as having been distributed to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number borrowing Member for purposes of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantAgreement.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. i. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the grant of Performance Shares (including without limitation the vesting thereof) and any Dividend Equivalents or other distributions made by the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by Participant with respect to the Participant having a Fair Market Value equal to such withholding liability or (B) having Performance Shares as and when the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant determines those amounts to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangementsdue, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the Performance Shares or any Dividend Equivalents or other distributions made by the Company to the Participant with respect to any Performance Shares. ii. The Participant agrees that his or her minimum withholding tax obligation with respect to the granting, vesting or settlement of the Stock-Settled Performance Shares and any Dividend Equivalents or other distributions made by the Company to the Participant with respect to the Stock-Settled Performance Shares will be satisfied (provided that the Participant has enough vesting or vested shares available) by the Company’s withholding a portion of the shares of Common Stock otherwise deliverable to the Participant, such shares being valued at their Fair Market Value as of the date on which the taxable event that gives rise to the withholding requirement occurs. The Participant further agrees that each time the Company withholds shares to satisfy his or her minimum withholding tax obligation, the Company will round up to the nearest whole number of shares (with any over withholding applied to federal income tax). For example, if 9.6 shares are required to satisfy the minimum withholding tax obligation, the Company will round up to 10 shares. By accepting this Agreement, the Participant consents to this method of tax withholding, including the Company rounding up to the nearest whole number of shares.

Tax Withholding. The vesting Executive must make full payment to the Company or any Subsidiary by which the Executive is employed (the “Employer”) of all income tax, fringe benefits tax, payroll tax, payment on account, and social insurance contribution amounts (“Tax”), which under federal, state, local or foreign law, it is required to withhold upon vesting, settlement or other tax event of the RSUs shall PRSUs. In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Executive is liable by virtue of the Executive’s participation in the Plan and/or any social insurance contributions recoverable from and legally applicable to the Executive (the “Tax-Related Items”), the Executive will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Executive may elect to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Executive’s wages or other cash compensation paid to the Executive by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Executive’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued at vesting of the PRSUs, unless the Committee exercises its discretion prior to the Tax-Related Items withholding event to make this method of withholding unavailable. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Executive will receive a refund of any over- withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax- Related Items is satisfied by withholding in Shares, for tax purposes, the Executive is deemed to have been issued the full number of Shares subject to the Participant satisfying any applicable U.S. federalvested PRSUs, state and local tax withholding obligations and nonnotwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-U.S. tax withholding obligationsRelated Items. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUsFinally, the Participant shall be required Executive agrees to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to account for as a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect result of the RSUs, and to take such other action as may be necessary Executive’s participation in the opinion Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the Committee sale of Shares if the Executive fails to comply with his obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 2.4 to the contrary, to avoid a prohibited acceleration under Code Section 409A, if Shares underlying the PRSUs will be withheld (or sold on the Executive’s behalf) to satisfy all obligations any Tax Related Items arising prior to the date of settlement of the PRSUs for any portion of the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not PRSUs that is considered nonqualified deferred compensation subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from Code Section 409A, then the number of shares of Common Stock otherwise issuable Shares withheld (or deliverable pursuant to sold on the settlement of RSUs a Executive’s behalf) shall not exceed the number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of Shares that equals the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantliability for Tax-Related Items.

Tax Withholding. The vesting and Grantee 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 one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs shall either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect issued upon settlement of the RSUs. Upon Depending on the settlement withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the RSUsShares are held back solely for the purpose of paying the Tax-Related Items. Further, the Participant shall be required Grantee agrees to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to account for as a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect result of the RSUs, and to take such other action as may be necessary Grantee’s participation in the opinion Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the Committee to satisfy all obligations for the payment sale of such withholding taxesShares, if applicable. In addition, the Committee may, Grantee fails to comply with the Grantee’s obligations in its sole discretion, permit a Participant to satisfy, in whole or in part, connection with the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting and settlement Company or one of the RSUs Subsidiaries shall be subject to require the Participant satisfying to satisfy any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligationsobligations that may arise in connection with the Restricted Stock Units and the related issuance of shares of Company Common Stock. The Participant Accordingly, unless the Company determines otherwise, (i) except as set forth in clause (ii) of this Section 6(a), with respect to all withholding obligations in connection with the Restricted Stock Units, the Company shall be responsible for all income taxes payable retain a number of shares of Company Common Stock issuable in respect of the RSUs. Upon the settlement Restricted Stock Units then vesting or issued that have an aggregate Fair Market Value as of the RSUsapplicable date equal to the amount of such taxes required to be withheld, not to exceed the amount necessary to avoid liability award accounting (plus any additional withholding amount resulting from imputed income to the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or resulting from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxeswithholding, if applicable. In addition), the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Company Common Stock otherwise issuable or deliverable pursuant to be issued in respect of the settlement of RSUs a Restricted Stock Units shall thereupon be reduced by the number of shares of Company Common Stock so retained (ii) with respect to any Federal Insurance Contributions Act (FICA) withholding amounts the Company determines to be due as a Fair Market Value equal to such withholding liability. The obligations result of the Company under this Agreement shall be conditional on Participant having met the qualifications for a Qualifying Retirement, at such payment time or arrangements, and times as determined by the Company willin its discretion, the Company or its Subsidiary shall, to the extent permitted by lawapplicable law and the Code, have withhold an amount in cash (through payroll deduction or otherwise) from Participant’s salary (or any other amount owed by the right Company or its Subsidiaries to deduct any the Participant) equal to the Company’s estimate of such FICA withholding obligation, not to exceed the amount necessary to avoid liability award accounting. The Company, in its discretion, may, as an alternative to the withholding methods described in the preceding portion of this Section 6(a), permit or require the Participant to satisfy all such withholding obligations by another means, including by remitting cash to the Company in an amount sufficient to satisfy all or any portion of the relevant taxes from required to be withheld. No method of withholding that would violate any payment financing instrument of the Company or any kind otherwise due to Participantof the Subsidiaries shall be permitted.

Tax Withholding. The vesting and settlement To meet the obligations of the RSUs shall be subject Company with respect to the Participant satisfying any applicable U.S. and all income tax, (including federal, state and local tax taxes), social insurance contributions, payroll tax, payment on account or other tax-related withholding obligations and non(“Tax-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable Related Items”) under any applicable domestic or foreign, federal, state or local statute, ordinance, rule, or regulation in respect connection with any aspect of the RSUs. Upon Restricted Stock Units, including the settlement grant of the RSUsRestricted Stock Units, the Participant shall be required to pay to vesting of the CompanyRestricted Stock Units, the conversion of the Restricted Stock Units into shares or the receipt of an equivalent cash payment, the subsequent sale of any shares acquired at vesting and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) receipt of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additiondividends, the Committee may, in its sole discretion, permit shall require that the Company withhold a Participant to satisfy, in number of whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Company Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant otherwise deliverable having a Fair Market Value equal sufficient to satisfy the statutory minimum (or such withholding liability higher amount as is allowable without adverse accounting consequences) of the Participant’s estimated total obligation for Tax-Related Items associated with any aspect of the Restricted Stock Units. The Company may also in lieu of or in addition to the foregoing, at its sole discretion, (Bi) having require the Participant to deposit with the Company an amount of cash sufficient to meet his or her obligation for Tax-Related Items , (ii) withhold the required amounts from the Participant’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, and/or (iii) sell or arrange for the sale of shares to be issued on the vesting of the Restricted Stock Units to satisfy the Participant’s and the Company’s obligation for Tax-Related Items. If the Participant’s and/or the Company’s obligation for Tax-Related Items is satisfied as described in (iii) of this section, the Company will endeavor to sell only the number of shares required to satisfy the Participant’s and the Company’s obligation for Tax-Related Items; however, the Participant agrees that the Company may sell more shares than necessary to cover the Tax-Related Items. The Company shall not deliver any of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Company Stock with a Fair Market Value equal to such until and unless the Participant has made the deposit required herein or proper provision for required withholding liabilityhas been made. The obligations of Participant hereby consents to any action reasonably taken by the Company under this Agreement shall be conditional on such payment to meet his or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.her obligation for Tax-Related Items

Tax Withholding. The You will be required to meet any applicable tax withholding obligation related to the Award in accordance with the tax withholding provisions of Section 17.3 of the Plan (or any successor provision). By signing this Agreement, you agree that any tax withholding obligation arising in connection with the vesting and settlement payment of the RSUs subject to your Award will be satisfied as follows: • The Company will determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its subsidiaries may be obligated to withhold with respect to the delivery of Shares in payment of your RSUs that become vested (such withholding obligations, the “Withholding Obligation”). • You hereby irrevocably instruct the Company (and any third-party broker designated by the Company) to sell in one or more transactions on the open market, for and on your behalf, from the Shares otherwise deliverable to you in payment of your vested RSUs, a number of such Shares (valued at the applicable sale prices applying the applicable broker’s customary methodology) to satisfy the Withholding Obligation and any brokerage fees and commissions arising in connection with such sale (rounded up to the nearest whole share). Such sale shall occur in connection with the delivery of the Shares in payment of the vested RSUs subject to your Award. The proceeds of such sale, in an amount equal to the Withholding Obligation, shall be promptly remitted to the Company to satisfy the Withholding Obligation. Any brokerage fees and commissions arising in connection with such sale shall also be satisfied from the proceeds of such sale. • Any such sale of Shares for and on your behalf will be conducted through a broker designated by the Company. You agree to execute any and all such other documents as may be requested by the Company or such broker, as applicable, in order to implement and consummate the transactions contemplated by this letter agreement. You agree to comply with any administrative rules and procedures established by the Company with respect to such transactions. • For clarity, should any tax withholding event arise in connection with the Award other than in connection with the delivery of Shares in payment of vested RSUs subject to the Participant satisfying any applicable U.S. federalAward, state and local you remain obligated to satisfy such tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of accordance with the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantPlan.

Tax Withholding. The vesting and settlement (i) Regardless of any action the Company takes with respect to any or all federal, state, or local income tax, employment tax or other tax-related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs shall be subject to (and the Participant satisfying Dividend Equivalent Rights associated therewith) is and remains the Participant’s responsibility and that the Company: (A) makes no representations or undertakings regarding the treatment of any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable Tax Related Items in respect connection with any aspect of the RSUs. Upon , including, but not limited to, the settlement grant or vesting of the RSUs, the Participant shall be required to pay to delivery of the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, subsequent sale of shares of Common StockStock acquired at vesting, other securities or other property) and the receipt of any required withholding taxes in respect Dividend Equivalent Rights; and (B) does not commit to structure the terms of the RSUsAward or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and to take such other action as the date of any taxable event, the Participant acknowledges that the Company may be necessary required to withhold or account for Tax Related Items in more than one jurisdiction. (ii) Prior to the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionrelevant taxable event, the Committee mayParticipant shall pay or make adequate arrangements satisfactory to the Company, in its sole discretion, permit a to satisfy all withholding and payment on account obligations for Tax Related Items of the Company. In this regard, the Participant to satisfyauthorizes the Company, in whole or in partits sole discretion, to satisfy the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject obligations with regard to any pledge or other security interest and which would not result in adverse accounting to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the RSUs by withholding liability or (B) having the Company withhold from the number of in shares of Common Stock otherwise issuable or deliverable pursuant to the settlement Participant, provided that the Company withholds only the amount of RSUs shares of Common Stock necessary to satisfy the minimum statutory withholding amount using the Fair Market Value of the shares of Common Stock on the Settlement Date. Notwithstanding the foregoing, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Board or the Committee shall have full discretion to choose, or to allow a Participant to elect, to withhold a number of shares of Common Stock with a having an aggregate Fair Market Value equal to that is greater than the applicable minimum required statutory withholding liability (but such withholding liabilitymay in no event be in excess of the maximum required statutory withholding amount(s) in such Participant’s relevant tax jurisdictions) Participant shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of the RSUs that are not satisfied by the previously described method. The obligations Company may refuse to deliver the shares of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Common Stock to the extent permitted by law, have Participant if the right Participant fails to deduct any such withholding taxes from any payment of any kind otherwise due to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

Tax Withholding. The (a) Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that Company and/or your Employer: (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or issuance of Shares, the subsequent sale of Shares acquired pursuant to such vesting and settlement the receipt of any dividends or dividend equivalents (if any); and (2) do not commit to structure the terms of the RSUs shall Award or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items. As a condition and term of this Award, no election under Section 83(b) of the United States Internal Revenue Code may be subject made by you with respect to this Award. (b) Prior to any taxable event arising as a result of the Participant satisfying any applicable Award, you must make such arrangements as the Company or its Affiliates may permit or require for the satisfaction of tax withholding obligations (including U.S. federal, state and local tax withholding obligations taxes and any non-U.S. tax withholding obligationstaxes or social contributions) that the Company determines are or may be required in connection with such event (the “Tax Withholding Obligation”). The Participant shall be responsible for all income taxes payable in respect In connection with fulfilling your Tax Withholding Obligation, you must provide to the Company your residence address and notify the Company of any changes to the same before any taxable event arises as a result of the RSUsAward (the “Tax Withholding Information”). Upon In the settlement event you fail to timely and accurately meet your obligations regarding the provision and maintenance of the RSUsTax Withholding Information, the Participant shall be required to pay to the Company, and then the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant cancel your right to satisfyreceive any of the Shares that are subject to this Award. The Tax Witholding Information should be sent to ADC’s Stock Compensation Program address listed on the last page of this Agreement. If permitted by the Company, you may satisfy your Tax Withholding Obligation in one of the following two ways: (i) Direct Payment: you may elect to satisfy your Tax Withholding Obligation by delivering to the Company, no later than three (3) U.S. business days after any vesting (whether in whole or in part) of the Award, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge a wire transfer or other security interest and which would not result in adverse accounting certified or cashier’s check payable to the Company) owned Company in U.S. dollars equal to the amount of the Tax Withholding Obligation, as determined by the Participant having Company. This is referred to as a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.“Cash Payment Election”; or

Tax Withholding. The vesting and settlement Participant (or, in the event of the RSUs his death, any beneficiary), shall generally be subject to the Participant satisfying solely responsible for any applicable U.S. federal, state or local income or self employment taxes that he incurs in connection with the receipt of the award of Restricted Stock or the vesting of such Restricted Stock and local NBHC shall generally have no obligation or liability with respect to Participant’s (or, in the event of his death, any beneficiary’s) satisfaction of such taxes and shall have no withholding obligations with respect thereof. Notwithstanding the foregoing, despite the fact that NBHC has no tax withholding obligations and non-U.S. tax withholding obligations. The obligation upon the vesting of Restricted Stock, Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required surrender to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, NBHC shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal that is no less than Participant’s reasonable estimate of the amount of any federal, state, or other income, employment, self employment, or other taxes that Participant will be obligated to such withholding liabilitypay with respect to the vesting of the Restricted Stock. The obligations preceding sentence shall not apply in the event that Participant has made a Section 83(b) election. NBHC shall remit the Fair Market Value of the Company under this Agreement surrendered Shares to the appropriate tax authorities as directed by Participant. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT NBHC’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PARTICIPANT REQUESTS NBHC OR ITS REPRESENTATIVE TO ASSIST PARTICIPANT IN MAKING THIS FILING. Participant shall be conditional on such payment or arrangementspromptly notify NBHC of any election made pursuant to Section 83(b) of the Code. Participant acknowledges that the tax laws and regulations applicable to the Restricted Stock and the disposition of the Restricted Stock following vesting are complex and subject to change, and it is the Company will, sole responsibility of Participant to obtain Participant’s own advice as to the extent permitted by law, have tax treatment of the right to deduct any such withholding taxes from any payment terms of any kind otherwise due to Participantthis Agreement.

Tax Withholding. The vesting 7.1 If you are a U.S. taxpayer, you acknowledge that on each date that shares underlying the PBRSUs are issued to you (the “Payment Date”), the fair market value of the shares of common stock will be treated as ordinary compensation income for U.S. federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts pursuant to 7.3 below. 7.2 You acknowledge that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PBRSUs, including, but not limited to, the grant, vesting, or settlement of the RSUs shall PBRSUs, the subsequent sale of shares of common stock acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PBRSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 7.3 Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following: 7.3.1 withholding from your wages or other cash compensation paid by the Company and/or the Employer; or 7.3.2 withholding from proceeds of the sale of shares of common stock acquired upon vesting/settlement of the PBRSUs, either through a voluntary sale or through a mandatory sale arranged by the Company on your behalf pursuant to this authorization; or 7.3.3 withholding in shares of common stock to be issued upon vesting/settlement of the PBRSUs. 7.4 Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of common stock, for tax purposes, you are deemed to have been issued the full number of shares of common stock subject to the Participant satisfying any applicable U.S. federalvested PBRSUs, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect notwithstanding that a number of the RSUs. Upon shares of common stock are held back solely for the settlement purpose of paying the RSUsTax-Related Items. 7.5 Finally, the Participant shall be required you agree to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect proceeds of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery sale of shares of Common Stock (which are not subject common stock if you fail to any pledge or other security interest and which would not result comply with your obligations in adverse accounting to connection with the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting and settlement Whenever a Period of Restriction applicable to the Employee’s rights to some or all of the RSUs Restricted Share Units lapses as provided in Section 4, 5, 6 or 8 of this Agreement, the Company or its agent shall be subject to notify the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect Employee of the RSUsrelated amount of tax that must be withheld under applicable tax laws. Upon the settlement Regardless of the RSUs, the Participant shall be required to pay to any action the Company, any Subsidiary of the Company, or the Employee’s employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Employee is required to bear pursuant to all applicable laws, the Employee hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Employee. Prior to receipt of any shares that correspond to Restricted Share Units that vest in accordance with this Agreement, the Employee shall pay or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold and/or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect Subsidiary of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Company to satisfy all obligations for the withholding and payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The on account obligations of the Company under and/or any Subsidiary of the Company. In this Agreement shall be conditional on such payment or arrangementsregard, and the Company willshall sell or arrange for the sale of Common Stock that the Employee is due to acquire to satisfy the withholding obligation for Tax and/or withhold any Common Stock. Finally, the Employee agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Employee fails to comply with its obligations in connection with the tax as described in this section. The Company advises the Employee to consult his or her legal and/or tax advisors with respect to the extent permitted by law, have tax consequences for the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantEmployee under the Plan.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable of any kind required by any national, state or local law to be paid with respect to the Units or the shares of Stock to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section 11, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, or upon any other event giving rise to any tax liability, the Company shall hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock having a Fair Market Value on the date the Stock is subject to issuance or taxation an amount as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Stock at such time. To the extent of the RSUs. Upon the settlement Fair Market Value of the RSUswithheld shares, the Participant shall be deemed to have satisfied the Participant’s responsibility under this Section 11 to pay these obligations. The Participant shall satisfy the Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy the Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company or its designee in writing at least one (1) business day prior to the date the shares of Stock are subject to issuance and by paying the amount of these tax obligations in cash to the Company or its designee within fifteen (15) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities payment or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) withholding of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement Agreement, the Plan and the Program shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting and settlement To the extent that the Participant is subject to withholding of federal, state, or local income taxes and/or other taxes or social insurance contributions imposed by the country of residence or citizenship of the RSUs shall be subject Participant or the country or residence of the Company or its Subsidiary which has the legal relationship of employer and employee with the Participant or is obligated to the Company or any of its Subsidiaries under the Company’s tax equalization or hypothetical tax policies or specific agreements relating thereto (the “Employee Taxes”), the Participant satisfying shall, at such time as the value of any applicable U.S. federalShares or other amounts received pursuant to this Award first becomes includable in the gross income of the Participant for such Employee Taxes or the time that a withholding obligation arises for the Company or any of its Subsidiaries with respect to this Award, state as applicable, pay to the Company or its designee, or make arrangements satisfactory to the Committee or its designee regarding payment of, any and local all such Employee Taxes required to be withheld with respect to such income and, if applicable, any amounts owed to the Company or its Subsidiaries under its tax withholding obligations equalization or hypothetical tax policies or specific agreements relating thereto. Regardless of any action the Company or any of its Subsidiaries take with respect to the Employee Taxes, the Participant acknowledges that the ultimate liability for all Employee Taxes is and non-U.S. tax withholding obligationsremains the Participant’s responsibility and may exceed the amount actually withheld by the Company and a Subsidiary. The Participant shall be responsible for all income taxes payable further acknowledges that the Company and its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Employee Taxes in respect connection with any aspect of this Award, including, but not limited to, the grant or vesting of the RSUs. Upon Restricted Share Units, the settlement receipt of an amount equal to any dividend or other distribution on the Shares during the Restriction Period, the issuance of Shares with respect to Vested Share Units, the receipt of any dividends or other distribution on Shares issued pursuant to this Award and the subsequent sale of any Shares acquired pursuant to this Award; and (ii) do not commit to and are under no obligation to structure the terms of the RSUsgrant or any aspect of this Award to reduce or eliminate the Participant’s liability for Employee Taxes or achieve any particular tax result. Subject in each case to approval by the Committee or its designee and Section 6 hereof as well as compliance with all applicable law, the Participant shall be required may elect to pay to the Company, and have any withholding obligation of the Company shall have the right and is hereby authorized to withhold or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfySubsidiary satisfied, in whole or in part, the foregoing withholding liability by (Ai) authorizing the delivery Company or its designee to withhold Shares to be issued pursuant to this Award, a number of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the statutory prescribed amount of the withholding due or other applicable withholding amount; (ii) selling or transferring to the Ensco plc Employee Benefit Trust (the “Trust”) or other designee of the Company a number of Shares that would otherwise be issued pursuant to this Award, such number of Shares having an aggregate Fair Market Value (as of the date the Shares are sold or transferred) equal to such the statutory prescribed amount of the withholding liability due or other applicable withholding amount as determined by the Company; (Biii) authorizing the Company’s designee to sell a number of Shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the statutory prescribed amount of the withholding due or other applicable withholding amount as determined by the Company; (iv) paying to the Company or a Subsidiary the amount of Employee Taxes in cash, check or other cash equivalent; and/or (v) having the Company withhold from the number of shares of Common Stock otherwise issuable any amount payable under this Award or deliverable pursuant from any cash compensation payable to the settlement of RSUs Participant. If the withholding obligation is satisfied by withholding a number of shares Shares as described in (i) above, solely for tax purposes, the Participant will be deemed to have been issued the full number of Common Stock Shares subject to the Vested Share Units, notwithstanding that a number of the Shares are withheld in order for the Company to meet its withholding obligation in connection with a Fair Market Value equal the Employee Taxes. In the absence of any election by the Participant, any withholding obligation for Employee Taxes shall be satisfied pursuant to such withholding liabilityclause (i) of the first sentence of this paragraph. The obligations Company may refuse to issue the Shares upon vesting of the Company under this Agreement shall be conditional on such payment Restricted Share Units or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from make any payment of any kind otherwise due pursuant to ParticipantSection 4 above if the Participant fails to comply with the obligations in connection with Employee Taxes.

Tax Withholding. The vesting Regardless of any action taken by the Participating Company Group with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and settlement remains the Participant’s responsibility and that the Participating Company Group (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs shall be subject to Option, including the Participant satisfying any applicable U.S. federalgrant, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect vesting or exercise of the RSUs. Upon Option, the settlement subsequent sale of shares acquired pursuant to such exercise, or the receipt of any dividends and (ii) does not commit to structure the terms of the RSUsgrant or any other aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. At the time of exercise of the Option, the Participant shall be required to pay or make adequate arrangements satisfactory to the Company, and the Participating Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Group to satisfy all withholding obligations for of the payment of such withholding taxes, if applicableParticipating Company Group. In additionthis regard, at the Committee may, in its sole discretion, permit a Participant to satisfytime the Option is exercised, in whole or in part, or at any other time as reasonably requested by the foregoing Company, the Participant hereby authorizes withholding liability of all applicable Tax-Related Items from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company Group, if any, which arise in connection with the Option. Alternatively, or in addition, if permissible under applicable law, the Participating Company Group may (Ai) sell or arrange for the delivery sale of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned acquired by the Participant having a Fair Market Value equal to such meet the withholding liability or obligation of Tax-Related Items and/or (Bii) having withhold in shares, provided that only the Company withhold from the number amount of shares of Common Stock otherwise issuable or deliverable pursuant necessary to satisfy the minimum withholding amount are withheld. Finally, the Participant shall pay to the settlement Participating Company Group any amount of RSUs the Tax-Related Items that the Participating Company Group may be required to withhold as a number result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall have no obligation to process the exercise of the Option or to deliver shares of Common Stock until the obligations in connection with a Fair Market Value equal to such withholding liability. The obligations of the Company under Tax-Related Items as described in this Agreement shall be conditional on such payment or arrangements, and section have been satisfied by the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

Tax Withholding. The vesting and settlement of To the extent RSUs shall be are subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations, the taxable amount will be based on the Market Value on the date of the taxable event. RSUs are taxable in accordance with the existing or future tax laws of the country in which you reside or are employed on the grant or vest dates, or during the vesting period. Your RSUs may be taxable in more than one country, based on your country of citizenship and the countries in which you resided or were employed on the Grant Date, vest date or during the vesting period. You will make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting or vesting of RSUs or sale of Common Stock shares from vested RSUs (whichever is applicable). The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall Corporation will not be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold issue or lift any cash, restrictions on shares of the Common Stock, other securities or other property deliverable under the Stock pursuant to your RSUs or from to recognize any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery purported transfer of shares of the Common Stock (which until such obligations are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied. Unless provided otherwise by the Participant having a Fair Market Value equal to such Committee, these obligations will be satisfied by the Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., E*TRADE Financial Corporate Services, Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding liabilityto the Corporation. The obligations shares may be sold as part of a block trade with other participants of the Company under 2006 Plan in which all participants receive an average price. For this Agreement shall purpose, "Market Value" will be conditional calculated as the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on such payment or arrangementsthe day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment regardless of any kind otherwise due action the Corporation takes or any transaction pursuant to Participantthis Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Company or the Grantee’s actual employer (the “Employer”) takes with respect to the Participant satisfying any applicable U.S. or all income tax (including federal, state and local tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations and non(“Tax-U.S. tax withholding obligations. The Participant shall be responsible Related Items”), the Grantee acknowledges that the ultimate liability for all income taxes payable Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the RSUs and the Dividend Equivalent RSUs. Upon , including the grant of the RSUs and crediting of the Dividend Equivalent RSUs, the vesting of the RSUs and Dividend Equivalent RSUs, the settlement of the RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs and Dividend Equivalent RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of RSUs, the Participant Grantee shall be required to pay pay, or make adequate arrangements satisfactory to the Company, and Company or to the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount Employer (in cash, shares of Common Stock, other securities or other propertytheir sole discretion) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all withholding and payment on account obligations for of the payment of such withholding taxesCompany and/or Employer. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if applicable. In additionpermissible under local law, the Committee Company or the Employer may, in its their sole discretion, permit a Participant to satisfy, in whole (i) sell or in part, arrange for the foregoing withholding liability by (A) the delivery sale of shares of Common Stock to be issued on the settlement of the RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (which are not subject ii) withhold from the shares to any pledge be delivered upon settlement of the RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other security interest and which would rate that will not result in adverse a negative accounting impact). The Grantee shall pay to the Company) owned Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee’s receipt of this award, the vesting of the RSUs and the Dividend Equivalent RSUs, or the settlement of the RSUs and the Dividend Equivalent RSUs that cannot be satisfied by the Participant having a Fair Market Value equal means previously described. The Company may refuse to such withholding liability or (B) having the Company withhold from the number of deliver shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with a Fair Market Value equal the Grantee’s obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to such pay or make satisfactory arrangements to satisfy all withholding liability. The and payment on account obligations of by the Company under this Agreement Settlement Date, then the RSUs and the Dividend Equivalent RSUs shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantforfeited.

Tax Withholding. The vesting and settlement (i) Regardless of any action the RSUs shall be subject Company or the Partnership takes with respect to the Participant satisfying any applicable U.S. or all federal, state and or local income tax, employment tax withholding obligations and non-U.S. or other tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUsrelated items (“Tax Related Items”), the Participant shall be required to pay to acknowledges that the Company, ultimate liability for all Tax Related Items associated with the LTIP Units (and any distributions in respect thereof) is and remains the Participant’s responsibility and that each of the Company and the Company shall have Partnership: (A) makes no representations or undertakings regarding the right and is hereby authorized to withhold treatment of any cashTax Related Items in connection with any aspect of the LTIP Units, including, but not limited to, the grant or vesting of the LTIP Units, the exchange of the shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, subsequent sale of shares of Common Stock, other securities or other property) Stock and the receipt of any required withholding taxes distributions in respect thereof; and (B) does not commit to structure the terms of the RSUsgrant or any aspect of the LTIP Units to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and to take such other action as the date of any taxable event, Participant acknowledges that the Partnership and/or Company may be necessary required to withhold or account for Tax-Related Items in more than one jurisdiction and/or the opinion nature of certain Tax-Related Items may vary. (ii) If applicable, prior to the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In additionrelevant taxable event, the Committee mayParticipant shall pay or make adequate arrangements satisfactory to the Partnership and/or the Company, in its sole discretion, permit a Participant to satisfy, in whole or in partsatisfy all withholding and payment on account obligations for Tax Related Items of the Company and the Partnership. In this regard, the foregoing withholding liability by (A) Participant authorizes the delivery of shares of Common Stock (which are not subject Company and the Partnership, each in its sole discretion, to any pledge or other security interest and which would not result in adverse accounting satisfy the obligations with regard to the Company) owned all Tax Related Items legally payable by the Participant having a Fair Market Value equal with respect to such the LTIP Units by withholding liability or (B) having the Company withhold from the number of in shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number Participant, provided that the Company and/or the Partnership withholds only the amount of shares of Common Stock with a necessary to satisfy the minimum statutory withholding amount using the Fair Market Value equal of the shares of Common Stock on the Settlement Date. Participant shall pay to such withholding liabilitythe Company and/or the Partnership any amount of Tax Related Items that the Company and/or the Partnership may be required to withhold as a result of the LTIP Units that are not satisfied by the previously described method. The obligations Company may refuse to deliver the shares of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Common Stock to the extent permitted by law, have Participant if the right Participant fails to deduct any such withholding taxes from any payment of any kind otherwise due to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

Tax Withholding. Notwithstanding any other provision of this Agreement: a. The vesting and settlement provisions of Section 10.2 of the RSUs shall be subject to the Plan are incorporated herein by reference and made a part hereof. Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall acknowledges that he or she may be required to pay to the Company or, if different, the Employer, and that the Company, and the Company Employer, or any Affiliate shall have the right and is are hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts amount owing to a Participant, the amount (in cashapplicable income tax, shares of Common Stocksocial insurance, other securities payroll tax, fringe benefits tax, payment on account or other propertytax-related items (including taxes that are imposed on the Company or the Employer as a result of Participant’s participation in the Plan but are deemed by the Company or the Employer to be an appropriate charge to Participant) of (collectively, “Tax-Related Items”), with respect to any required withholding taxes in respect of issuance, transfer, or other taxable event under this Agreement or under the RSUs, Plan and to take such other action as may be necessary in the opinion of the Committee Company to satisfy all obligations for the payment of such withholding taxesTax-Related Items. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to the grant, vesting and/or settlement of the RSUs and the subsequent sale of Shares acquired upon settlement of the vested RSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve a particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable. In addition) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. b. The Company shall withhold, or cause to be withheld, Shares otherwise vesting or issuable under the RSUs in satisfaction of any applicable withholding tax obligations, unless the Administrator permits Participant to elect to satisfy such obligations by (i) cash, wire transfer of immediately available funds or check or (ii) if approved by the Administrator, by delivery of a written or electronic notice that Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon vesting of the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate applicable withholding tax obligations; provided that payment of such proceeds is then made to the Company upon settlement of such sale in satisfaction of the applicable withholding tax obligations, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole number of Shares that may be so withheld or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting surrendered shall be limited to the Company) owned by the Participant having number of Shares that have a Fair Market Value equal on the date of withholding no greater than the aggregate amount of such obligations 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 withholding liability or (B) having taxable income. Notwithstanding the foregoing, Participant authorizes the Company withhold to satisfy the applicable withholding tax obligations from proceeds of the sale of Shares issuable under the RSUs through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Participant is deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant Shares subject to the settlement of RSUs vested RSUs, notwithstanding that a number of shares the Shares are held back solely for the purpose of Common Stock paying the Tax-Related Items. Participant acknowledges that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. c. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any certificate representing Shares issuable with a Fair Market Value equal respect to the RSUs 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 the Tax-Related Items resulting from the grant, vesting or settlement of the RSUs or any other taxable event related to the RSUs. d. Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any other Participating Company takes with respect to any tax withholding liabilityobligations that arise in connection with the RSUs. No Participating Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The obligations of Participating Companies do not commit and are under no obligation to structure the Company under this Agreement shall be conditional on such payment RSUs to reduce or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to eliminate Participant’s tax liability.

Tax Withholding. The vesting and settlement (a) It shall be a condition of the RSUs Grant of the Performance Shares provided herein that the Key Employee, and the Key Employee agrees, that the Key Employee shall pay to the Company upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state, or local income, employment or other taxes incurred by reason of the Grant provided herein or the Vesting thereof. The amount that will be due from the Key Employee, if any, will be determined at the time the risk of forfeiture is removed and Vesting occurs, or if a Section 83(b) election (defined below) is made, as of the date of this Grant. (b) In the event that a Section 83(b) election is not made, the Key Employee may elect to have the Company withhold that number of Performance Shares otherwise deliverable to the Key Employee upon the Vesting of the Performance Shares or to deliver to the Company a number of Shares, in each case, having a Fair Market Value on the date of Vesting equal to the minimum amount required to be withheld as a result of such exercise. The election must be made in writing and must be delivered to the Company prior to the date of Vesting. If the number of shares so determined shall include a fractional share, the Key Employee shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the committee and shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfydisapproval, in whole or in partpart by the Committee. (c) The Key Employee has reviewed with the Key Employee’s own tax advisors the federal, state, local and foreign tax consequences of the foregoing withholding liability transactions contemplated by this Agreement. The Key Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Key Employee understands that the Key Employee (A) the delivery of shares of Common Stock (which are and not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned shall be responsible for the Key Employee’s own tax liability that may arise as a result of the transactions contemplated by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilitythis Agreement. The obligations Key Employee understands that Section 83 of the Company Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the fair market value of the Performance Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” includes the Vesting conditions set forth in Section 3 hereof. The Key Employee understands that the Key Employee may elect to be taxed at the time the Performance Shares are granted under this Agreement shall be conditional on such payment or arrangementsrather than when they become Vested and no longer subject to a substantial risk of forfeiture by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of Grant. THE KEY EMPLOYEE ACKNOWLEDGES THAT IT IS THE KEY EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantEVEN IF THE KEY EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE KEY EMPLOYEE’S BEHALF.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or deduct from any compensation due the Grantee from the Company any federal, state, local or other foreign taxes required by law to be withheld in connection with the issuance of Shares or vesting of any Restricted Stock Unit pursuant to this Agreement. To the extent that the amounts owing payable to the Grantee are insufficient for such withholding, it shall be a Participantcondition to the issuance of Shares or vesting of the Restricted Stock Units, as the case may be, that the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. The Company shall retain Shares otherwise deliverable on the Settlement Date in an amount sufficient to satisfy the amount of tax required to be withheld provided that such amounts shall not exceed the statutorily required minimum withholding. The determination of the number of Shares retained for this purpose shall be based on the Fair Market Value of the Shares on the Settlement Date. In the event that the retention of Shares to satisfy withholding taxes would otherwise result in the delivery of a fractional Share, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect Company will round down to the next whole Share and apply the value of the RSUsfractional Share to the recipient's tax obligations or, and to take in the alternative, the Company may make such other action arrangements to avoid the issuance of a fractional Share as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicablepermitted by law. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting No Shares shall be transferred to the Company) owned by Grantee hereunder until such time as all applicable withholding taxes have been satisfied. Under the Participant having a Code, employment tax withholding shall be calculated based on the Fair Market Value equal to such of the Shares on the applicable Vesting Date and income tax withholding liability or (B) having shall be calculated based on the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilityof the Shares on the Settlement Date. The obligations Company will not retain Shares as described herein unless tax withholding applies under the laws of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantlocal jurisdiction.

Tax Withholding. The vesting and settlement of Performance Unit Awards under the RSUs shall Plan will be subject to withholding as required by law. To the extent that the Participant satisfying any applicable U.S. is subject to withholding of federal, state state, or local income taxes and/or other taxes or social insurance contributions imposed by the country of residence or citizenship of the Participant or the country or residence of the Company or its Subsidiary which has the legal relationship of employer and local employee with the Participant or is obligated to the Company or any of its Subsidiaries under the Company’s tax equalization or hypothetical tax policies or specific agreements relating thereto (the “Employee Taxes”), the Participant shall, at such time as the payment under this Performance Unit Award or other amounts received pursuant to this Performance Unit Award first becomes includable in the gross income of the Participant for such Employee Taxes or the time that a withholding obligations obligation arises for the Company or any of its Subsidiaries with respect to this Performance Unit Award, as applicable, pay to the Company or its designee, or make arrangements satisfactory to the Committee or its designee regarding payment of, any and non-U.S. all such Employee Taxes required to be withheld with respect to such income and, if applicable, any amounts owed to the Company or its Subsidiaries under its tax withholding obligationsequalization or hypothetical tax policies or specific agreements relating thereto. Regardless of any action the Company or any of its Subsidiaries take with respect to the Employee Taxes, the Participant acknowledges that the ultimate liability for all Employee Taxes is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and a Subsidiary. The Participant shall be responsible for all income taxes payable further acknowledges that the Company and its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Employee Taxes in respect connection with any aspect of this Performance Unit Award, including, but not limited to, the grant of or lapse of the RSUs. Upon the settlement restrictions on this Performance Unit Award and any waiver of the RSUsforfeiture provisions applicable to this Performance Unit Award; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Performance Unit Award to reduce or eliminate the Participant’s liability for Employee Taxes or achieve any particular tax result. Subject in each case to approval by the Committee or its designee and compliance with all applicable law, the Participant shall be required may elect to pay to the Company, and have any withholding obligation of the Company shall have the right and is hereby authorized to withhold or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfySubsidiary satisfied, in whole or in part, the foregoing withholding liability by (Ai) paying to the delivery Company or a Subsidiary the amount of shares of Common Stock (which are not subject to any pledge Employee Taxes in cash, check or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or cash equivalent; and/or (Bii) having the Company withhold from the number of shares of Common Stock otherwise issuable any amount payable under this Performance Unit Award or deliverable pursuant from any cash compensation payable to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilityParticipant. The obligations of the Company may refuse to issue payment under this Agreement shall be conditional on such payment or arrangements, and Performance Unit Award if the Company will, Participant fails to comply with the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantobligations in connection with Employee Taxes.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income the payment of any taxes payable in of any kind required by any national or local law to be paid with respect to the Units or the shares of the RSUs. Upon the settlement of the RSUsStock to be awarded hereunder, including, without limitation, the Participant payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, the Company shall hold back from the total number of shares of Stock to be required delivered to pay the Participant, and shall cause to be transferred to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, whole shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value on the date the shares are subject to issuance an amount as nearly as possible equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant rounded to the settlement next whole share) the Company's withholding, income, social and similar tax obligations with respect to the Stock. To the extent of RSUs a number of shares of Common Stock with a the Fair Market Value equal of the withheld shares, Participant shall be deemed to have satisfied Participant's responsibility under this Section 11 to pay these obligations. The Participant shall satisfy Participant's responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy Participant's responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company in writing at least thirty (30) days prior to the date the shares of Stock are subject to issuance and paying the amount of these tax obligations in cash to the Company within ten (10) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding liabilityrequirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any taxes. The obligations of the Company under this Agreement and the Plan shall be conditional on upon such payment or arrangements, and the Company willshall, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to the Participant.

Tax Withholding. The vesting (a) Regardless of any action the Company or any Subsidiary employing Battat takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Award, Battat hereby acknowledges and settlement agrees that the ultimate liability for all Tax Items legally due by Battat is and remains the responsibility of Battat. Further, if Battat has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Battat acknowledges that the Company or any Subsidiary employing the Battat may be required to withhold or account for Tax Items in more than one jurisdiction. (b) Battat acknowledges and agrees that the Company and any Subsidiary employing Battat: (i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the RSUs shall be subject to Award, including, but not limited to, the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement award or vesting of the RSUs, the Participant shall be required delivery of the Shares upon vesting and conversion or the subsequent sale of Shares acquired upon vesting and conversion; and (ii) does not commit to pay structure the terms of the Award or any aspect of the Award to the Company, reduce or eliminate Battat’s liability for Tax Items. (c) Prior to vesting and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect conversion of the RSUs, and Battat must pay or make adequate arrangements satisfactory to take such other action as may be necessary in the opinion of the Committee Company or any Subsidiary employing Battat to satisfy all withholding obligations for Tax Items of the payment Company or any Subsidiary employing Battat arising from vesting and conversion of such withholding taxes, if applicablethe RSUs. In addition, the Committee maythis regard, in its sole discretionlieu of all or any part of a cash payment, permit a Participant Battat may elect to satisfy, in whole satisfy all or in part, part of the foregoing withholding liability obligations for Tax Items by (A) the delivery of delivering shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting owned by Battat, duly endorsed for transfer, to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to the amount of the withholding obligations to be satisfied in such withholding liabilitymanner. The obligations of Company or any Subsidiary employing Battat will remit the Company under this Agreement shall be conditional on such payment total amount paid or arrangements, and the Company will, withheld for Tax Items to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantappropriate tax authorities.

Tax Withholding. The vesting and settlement Regardless of any action the RSUs shall be subject Company or the Grantee’s actual employer (the “Employer”) takes with respect to the Participant satisfying any applicable U.S. or all income tax (including federal, state and local tax taxes), social insurance, payroll tax, payment on account or other tax-related withholding obligations and non(“Tax-U.S. tax withholding obligations. The Participant shall be responsible Related Items”), the Grantee acknowledges that the ultimate liability for all income taxes payable Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in respect connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs. Upon , including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUs, the vesting of the Performance RSUs and Dividend Equivalent RSUs, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Participant Grantee shall be required to pay pay, or make adequate arrangements satisfactory to the Company, and Company or to the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount Employer (in cash, shares of Common Stock, other securities or other propertytheir sole discretion) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all withholding and payment on account obligations for of the payment of such withholding taxesCompany and/or Employer. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if applicable. In additionpermissible under local law, the Committee Company or the Employer may, in its their sole discretion, permit a Participant to satisfy, in whole (i) sell or in part, arrange for the foregoing withholding liability by (A) the delivery sale of shares of Common Stock to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (which are not subject ii) withhold from the shares to any pledge be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other security interest and which would rate that will not result in adverse a negative accounting impact). The Grantee shall pay to the Company) owned Company or to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee’s receipt of this award, the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs that cannot be satisfied by the Participant having a Fair Market Value equal means previously described. The Company may refuse to such withholding liability or (B) having the Company withhold from the number of deliver shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of Performance RSUs a number of shares of Common Stock and the Dividened Equivalent RSUs to the Grantee if the Grantee fails to comply with a Fair Market Value equal the Grantee’s obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to such pay or make satisfactory arrangements to satisfy all withholding liability. The and payment on account obligations of by the Company under this Agreement Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantforfeited.

Tax Withholding. The vesting and settlement (a) Whenever a Period of Restriction applicable to the Employee’s rights to some or all of the RSUs Restricted Stock Units lapses or another taxable event occurs, the Company or its agent shall be subject to notify the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect Employee of the RSUsrelated amount of tax that must be withheld under applicable tax laws. Upon the settlement Regardless of the RSUs, the Participant shall be required to pay to any action the Company, any Subsidiary of the Company, or the Employee’s employer takes or does not take with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Employee is required to bear pursuant to all applicable laws, the Employee hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Employee. (b) Prior to receipt of any shares that correspond to Restricted Stock Units that vest in accordance with this Agreement, the Employee shall pay or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold and/or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect Subsidiary of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Company to satisfy all obligations for the withholding and payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The on account obligations of the Company under this Agreement shall be conditional on such payment or arrangementsand/or any Subsidiary of the Company. Finally, and the Employee agrees to pay the Company will, or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied. The Company may refuse to deliver shares of Non-Voting Stock if the Employee fails to comply with its obligations in connection with the tax as described in this section. (c) The Employee may elect to have shares of Non-Voting Stock withheld from the settlement to satisfy the Employee’s withholding tax obligation as described in Section 13.6 of the Plan only with the prior approval of the Committee. (d) The Company advises the Employee to consult his or her legal and/or tax advisors with respect to the extent permitted by law, have tax consequences for the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantEmployee under the Plan.

Tax Withholding. The vesting and settlement (a) Whenever a Period of Restriction applicable to the Employee’s rights to the Performance-Based RSUs lapses or another taxable event occurs, the Company or its agent shall notify the Employee of the RSUs shall related amount of tax that must be subject to the Participant satisfying withheld under applicable tax laws. Regardless of any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to action the Company, any Subsidiary of the Company, or the Employee’s employer takes or does not take with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Employee is required to bear pursuant to all applicable laws, the Employee hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Employee. (b) Prior to receipt of any shares that correspond to Performance-Based RSUs that vest in accordance with this Agreement, the Employee shall pay or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold and/or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect Subsidiary of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Company to satisfy all obligations for the withholding and payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The on account obligations of the Company under this Agreement shall be conditional on such payment or arrangementsand/or any Subsidiary of the Company. Finally, and the Employee agrees to pay the Company will, or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied. The Company may refuse to deliver shares of Non-Voting Stock if the Employee fails to comply with its obligations in connection with the tax as described in this section. (c) The Employee may elect to have shares of Non-Voting Stock withheld from the settlement to satisfy the Employee’s withholding tax obligation as described in Section 13.6 of the Plan only with the prior approval of the Committee. (d) The Company advises the Employee to consult his or her legal and/or tax advisors with respect to the extent permitted by law, have tax consequences for the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantEmployee under the Plan.

Tax Withholding. (a) The Grantee acknowledges that, regardless of any action taken by the Company or the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Grantee further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such vesting and settlement the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the RSUs shall be grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, he or she acknowledges that the Participant satisfying Company and/or the Service Recipient (or former Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. ​ (b) Prior to any applicable U.S. federal, state and local relevant taxable or tax withholding obligations event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Administrator to satisfy all Tax-Related Items. In this regard, the Grantee authorizes and nondirects the Company to cause its transfer agent and any manager of the Company’s stock plan benefits to sell on the Grantee’s behalf a whole number of shares of Stock from those shares of Stock issued to the Grantee necessary to satisfy the Tax-U.S. tax Related Items withholding obligations. The Participant Grantee acknowledges that the Grantee shall be responsible for all income taxes payable in respect have no control over the timing of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Companysuch mandatory sale, and the Company shall have use the right proceeds from such sale to satisfy the Grantee’s liability for Tax-Related Items. ​ (c) Notwithstanding the foregoing, if such mandatory sale is prevented by a legal, contractual, regulatory or accounting restriction or if the obligation for Tax-Related Items arises other than in connection with the vesting (and is hereby authorized to withhold any cash, shares associated settlement) of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a ParticipantRestricted Stock Units, the amount (in cashGrantee authorizes the Company and/or the Service Recipient, shares of Common Stockor their respective agents, other securities to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or other property) of any required withholding taxes in respect a combination of the RSUs, and following: (i) requiring the Grantee to take such other action as may be necessary make a payment in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting form acceptable to the Company; (ii) owned withholding from wages or other cash compensation paid to the Grantee by the Participant having a Fair Market Value equal Company, including director fees, and/or the Service Recipient; (iii) withholding in shares of Stock to such withholding liability be issued upon vesting of the Restricted Stock Units (provided, in the case of Section 16 officer of the Company subject to Section 16 of the Exchange Act of 1934 (the “Exchange Act”), that this method is authorized by the Administrator as constituted in accordance with Rule 16b-3 under the Exchange Act); or (Biv) having any other method of withholding determined by the Administrator and permitted by applicable law. ​ (d) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Grantee’s jurisdiction(s). In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock, or if not refunded, the Grantee may seek a refund from local tax authorities. In the event of under-withholding, the Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant subject to the settlement of RSUs vested Restricted Stock Units, notwithstanding that a number of shares of Common Stock with a Fair Market Value equal are held back solely for the purpose of paying the Tax-Related Items. ​ (e) The Company may refuse to such withholding liability. The obligations issue or deliver the shares of Stock or the proceeds of the Company under this Agreement shall be conditional on such payment or arrangementssale of shares of Stock, and if the Company will, Grantee fails to comply with the extent permitted by law, have Grantee’s obligations in ​ ​ connection with the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.Tax-Related Items. ​

Tax Withholding. The vesting As a condition to the grant, vesting, and settlement of the RSUs shall be subject and as further set forth in Section 9 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Subsidiary or Affiliate for) any applicable taxes or tax withholdings, social contributions, required deductions, or other payments (if any) (“Tax-Related Items”), which arise with respect to the RSUs and the Shares, if any, or otherwise in connection with the RSUs or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion, including if the Shares are publicly traded, payment from the proceeds of the sale of Shares through a Company-approved broker. Regardless of any action the Company or any Subsidiary or Affiliate takes with respect to any or all applicable Tax-Related Items, Participant satisfying acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed any applicable U.S. federal, state amount actually withheld by the Company or any Subsidiary or Affiliate. Participant further acknowledges and local tax withholding obligations and non-U.S. tax withholding obligations. The agrees that Participant shall be is solely responsible for filing all income taxes payable relevant documentation that may be required in respect relation to the RSUs or any Tax-Related Items (other than filings or documentation that is the specific obligation of the RSUs. Upon Company or any Subsidiary or Affiliate pursuant to Applicable Law), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the RSUs, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant shall be required further acknowledges that the Company makes no representations or undertakings regarding the treatment of any Tax-Related Items and does not commit to pay and is under no obligation to structure the Companyterms or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or option valuation methods for purposes of calculating Tax-Related Items, and the Company shall have assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the right and is hereby authorized Company or any Subsidiary or Affiliate may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (account for Tax-Related Items in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantmore than one jurisdiction.

Tax Withholding. The vesting and settlement Whenever a Period of Restriction applicable to the Recipient's rights to some or all of the RSUs Restricted Stock lapses as provided in Section 4, 6, or 8 of this Agreement, the Company or its agent shall be subject to notify the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect Recipient of the RSUsrelated amount of tax that must be withheld under applicable tax laws. Upon the settlement Regardless of the RSUs, the Participant shall be required to pay to any action the Company, any Subsidiary of the Company, or the Recipient's employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding ("Tax") that the Recipient is required to bear pursuant to all applicable laws, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient. Prior to receipt of any shares that correspond to Restricted Stock that vests in accordance with this Agreement, the Recipient shall pay or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold and/or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect Subsidiary of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Company to satisfy all obligations for the withholding and payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The on account obligations of the Company under and/or any Subsidiary of the Company. In this Agreement shall be conditional on such payment or arrangementsregard, and the Recipient authorizes the Company will, and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient's wages or other cash compensation paid to the extent permitted Recipient by lawthe Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares. Alternatively, have or in addition, the right Company may sell or arrange for the sale of Common Stock that the Recipient is due to deduct acquire to satisfy the withholding obligation for Tax and/or withhold any such Common Stock, provided that the Company sells or withholds only the amount of Common Stock necessary to satisfy the minimum withholding taxes from amount. Finally, the Recipient agrees to pay the Company or any payment Subsidiary of the Company any amount of any kind otherwise due Tax that the Company or any Subsidiary of the Company may be required to Participantwithhold as a result of the Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax as described in this section. The Company advises the Recipient to consult his or her lawyer or accountant with respect to the tax consequences for the Recipient under the Plan. The Company and/or any Subsidiary of the Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to structure the Plan to reduce or eliminate the Recipient's liability for Tax.

Tax Withholding. The Corporation shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Corporation or any of its Subsidiaries may reasonably be obligated to withhold with respect to the grant, vesting and settlement or other event with respect to the Stock Units. If such withholding event occurs in connection with the distribution of Common Shares in respect of the RSUs Stock Units and subject to compliance with all applicable laws, the Grantee hereby agrees that the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution at the minimum applicable withholding rates (such number of shares, the “Minimum Withholding Shares”) shall automatically be sold by or on behalf of the Grantee on the open market and the proceeds of such sale shall be subject promptly remitted to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. Corporation to satisfy such tax withholding obligations. The Participant In the event the Grantee has (prior to the applicable Vesting Date) entered into an irrevocable arrangement (on terms reasonably acceptable to the Corporation) with a third-party broker to use the proceeds of a sale of Common Shares on the market to provide for tax withholding in connection with any payment of the Stock Units and has provided the terms of such arrangement to the Corporation (a “Broker Arrangement”), the Grantee and the Corporation agree that, at the time of such payment of the Stock Units, the Corporation will deliver to the Grantee’s designated broker a number of whole Common Shares equal to the Minimum Withholding Shares. If there is no such Broker Arrangement in place on the applicable Vesting Date, such sale of the Minimum Withholding Shares shall be responsible for all income taxes payable conducted through a broker designated by the Corporation. The Grantee shall execute such documents as may reasonably be requested by the Corporation or the broker, as applicable, in order to implement such transactions and shall otherwise comply with the administrative rules and procedures established by the Corporation with respect of the RSUsto such transactions. Upon the settlement of the RSUsIf, the Participant shall be required to pay however, any withholding event occurs with respect to the Company, and Stock Units other than in connection with the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery distribution of shares of Common Stock (which are in respect of the Stock Units, or if the Corporation’s withholding obligations cannot subject be satisfied by such market sale or such withholding and reacquisition of shares as described above because such a sale, withholding or reacquisition, as the case may be, would cause the Corporation to any pledge violate applicable law, the Corporation shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other security interest and which would not result in adverse accounting compensation payable to the Company) owned by Grantee the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number amount of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantobligations.

Tax Withholding. (a) The Grantee acknowledges that, regardless of any action taken by the Company or the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Grantee further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant or vesting of the PSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting and settlement the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the RSUs shall be grant or any aspect of the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, he or she acknowledges that the Participant satisfying Company and/or the Service Recipient (or former Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any applicable U.S. federal, state and local relevant taxable or tax withholding obligations event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Administrator to satisfy all Tax-Related Items. In this regard, the Grantee authorizes and nondirects the Company to cause its transfer agent and any manager of the Company’s stock plan benefits to sell on the Grantee’s behalf a whole number of shares of Stock from those shares of Stock issued to the Grantee necessary to satisfy the Tax-U.S. tax Related Items withholding obligations. The Participant Grantee acknowledges that the Grantee shall be responsible for all income taxes payable in respect have no control over the timing of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Companysuch mandatory sale, and the Company shall have use the right proceeds from such sale to satisfy the Grantee’s liability for Tax-Related Items. (c) Notwithstanding the foregoing, if such mandatory sale is prevented by a legal, contractual, regulatory or accounting restriction or if the obligation for Tax-Related Items arises other than in connection with the vesting (and is hereby authorized to withhold any cash, shares associated settlement) of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a ParticipantPSUs, the amount (in cashGrantee authorizes the Company and/or the Service Recipient, shares of Common Stockor their respective agents, other securities to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or other property) of any required withholding taxes in respect a combination of the RSUs, and following: (i) requiring the Grantee to take such other action as may be necessary make a payment in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting form acceptable to the Company; (ii) owned withholding from wages or other cash compensation paid to the Grantee by the Participant having a Fair Market Value equal Company and/or the Service Recipient; (iii) withholding in shares of Stock to such withholding liability be issued upon vesting of the PSUs (provided, in the case of Section 16 officer of the Company subject to Section 16 of the Exchange Act of 1934 (the “Exchange Act”), that this method is authorized by the Administrator as constituted in accordance with Rule 16b-3 under the Exchange Act); or (Biv) having any other method of withholding determined by the Administrator and permitted by applicable law. (d) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Grantee’s jurisdiction(s). In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock, or if not refunded, the Grantee may seek a refund from local tax authorities. In the event of under-withholding, the Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock otherwise issuable or deliverable pursuant subject to the settlement of RSUs vested PSUs, notwithstanding that a number of shares of Common Stock with a Fair Market Value equal are held back solely for the purpose of paying the Tax-Related Items. (e) The Company may refuse to such withholding liability. The obligations issue or deliver the shares of Stock or the proceeds of the Company under this Agreement shall be conditional on such payment or arrangementssale of shares of Stock, and if the Company will, Grantee fails to comply with the extent permitted by law, have Grantee’s obligations in connection with the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. (a) The vesting and settlement Grantee acknowledges that, regardless of any action taken by the RSUs shall be subject to Company or, if different, any Parent or Subsidiary employing or retaining the Participant satisfying any applicable U.S. federalGrantee (the “Employer”), state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible the ultimate liability for all income taxes payable tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in respect the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs. Upon , including, but not limited to, the grant, vesting or settlement of the RSUs, the Participant shall subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); (iii) withholding from Shares to be issued to the Grantee upon settlement of the RSUs, provided, however, that if the Grantee is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above; or (iv) any other method of withholding determined by the Company and permitted by applicable law. (c) Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in the Grantee’s jurisdiction(s), in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. (d) The Grantee agrees to pay to the Company, and Company or the Employer any amount of Tax-Related Items that the Company shall have or the right and is hereby authorized Employer may be required to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to account for as a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect result of the RSUs, and to take such other action as may be necessary Grantee’s participation in the opinion Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, or the proceeds of the Committee to satisfy all obligations for the payment sale of such withholding taxesShares, if applicable. In addition, the Committee may, Grantee fails to comply with his or her obligations in its sole discretion, permit a Participant to satisfy, in whole or in part, connection with the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting and settlement Regardless of any action taken by the Company or any other Participating Company with respect to any or all income tax, social insurance, National Insurance Contributions, payroll tax, payment on account or other tax-related amounts, if any, or other tax-related withholding obligations in connection with any aspect of the RSUs shall be subject to Option, including the Participant satisfying any applicable U.S. federalgrant, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect vesting, or exercise of the RSUs. Upon Option, the settlement subsequent sale of shares acquired pursuant to such settlement, or the RSUsreceipt of any dividends (the “Tax Withholding Obligations”), the Participant shall be required to pay acknowledges that the ultimate liability for all Tax Withholding Obligations legally due by the Participant is and remains the Participant’s responsibility. In addition to the CompanyTax Withholding Obligations, and the Company shall have the right and is hereby authorized to withhold any cashrequire the Participant to assume the obligation for such social insurance, shares of Common Stock, other securities payroll tax or other property deliverable under tax-related amounts, if any, as are required by law to be paid by the RSUs Participating Company Group with respect to the Option or from any compensation or other amounts owing the shares acquired pursuant thereto which the Participating Company Group determines, in its discretion, to a Participantcharge to the Participant (the “Employer Tax Obligations,” and, together with the Tax Withholding Obligations, the amount “Tax Obligations”). The Participant acknowledges that the Company (in cash, shares of Common Stock, other securities a) makes no representations or other property) undertakings regarding the treatment of any required withholding taxes in respect Tax Obligations and (b) does not commit to structure the terms of the RSUs, and to take such grant or any other action as may be necessary in the opinion aspect of the Committee Option to reduce or eliminate the Participant’s liability for Tax Obligations. At the time of exercise of the Option or as otherwise required by the Company, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all obligations for the payment of such withholding taxes, if applicableTax Obligations. In additionthis regard, at the Committee may, in its sole discretion, permit a Participant to satisfytime the Option is exercised, in whole or in part, or at any time thereafter as requested by the foregoing Company or any other Participating Company, the Participant hereby authorizes withholding liability of all applicable Tax Obligations from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Obligations, if any, by each Participating Company which arise in connection with the Option. Alternatively, or in addition, if permissible under applicable law, including Local Law, the Company or any other Participating Company may (Ai) sell or arrange for the delivery sale of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned acquired by the Participant having a Fair Market Value equal to such withholding liability or satisfy the Tax Obligations, and/or (Bii) having withhold in shares, provided that only the amount of shares necessary to satisfy the minimum amount of Tax Withholding Obligations required by applicable law, including Local Law, is withheld. Finally, the Participant shall pay to the Company withhold from or any other Participating Company any amount of the number of shares of Common Stock otherwise issuable or deliverable pursuant to Tax Obligations that that cannot be satisfied by the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilitymeans previously described. The obligations Company shall have no obligation to process the exercise of the Company under Option or to deliver shares until the Tax Obligations as described in this Agreement shall be conditional on such payment or arrangements, and Section have been satisfied by the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.

Tax Withholding. The Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Restricted Units, including the grant and vesting of Restricted Units, subsequent delivery of cash related to such Restricted Units and settlement receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the RSUs shall be subject terms or any aspect of this grant of Restricted Units to reduce or eliminate the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and nonGrantee’s liability for Tax-U.S. tax withholding obligationsRelated Items. The Participant Grantee shall be responsible for all income taxes payable in respect pay the Company any amount of Tax-Related Items that the RSUs. Upon the settlement of the RSUs, the Participant shall Company may be required to pay withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Units that cannot be satisfied by the means described below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the Companytaxable or tax withholding event, and as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant ) to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, satisfy all Tax-Related Items to the extent permitted withholding is required. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by law, have the right Grantee by (1) withholding from the Restricted Unit proceeds (which may also be used to deduct satisfy any Restricted Stock Withholding required) and/or (2) withholding from the Grantee’s other cash compensation paid by the Company. Grantee acknowledges and understands that Grantee should consult a tax adviser regarding Grantee’s tax obligations prior to such withholding taxes from any payment of any kind otherwise due to Participantsettlement or disposition.

Tax Withholding. The vesting Regardless of any action the Company or the Subsidiary employing the Participant takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Award, the Participant hereby acknowledges and settlement agrees that the ultimate liability for all Tax Items legally due by the Participant is and remains the responsibility of the RSUs shall be Participant. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligationsacknowledges that the Company or the Subsidiary employing the Participant may be required to withhold or account for Tax Items in more than one jurisdiction. The Participant shall be responsible for all income taxes payable acknowledges and agrees that the Company and the Subsidiary employing the Participant: (i) make no representations or undertakings regarding the treatment of any Tax Items in respect connection with any aspect of the Award, including, but not limited to, the award or vesting of the RSUs, the delivery of the Shares upon vesting and conversion or the subsequent sale of Shares acquired upon vesting and conversion; and (ii) does not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax Items. Upon the settlement Prior to vesting and conversion of the RSUs, the Participant shall be required to must pay or make adequate arrangements satisfactory to the Company, and Company or the Subsidiary employing the Participant to satisfy all withholding obligations for Tax Items of the Company shall have or the right Subsidiary employing the Participant arising from vesting and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect conversion of the RSUs. In this regard, and to take such other action as in lieu of all or any part of a cash payment, the Participant may be necessary in the opinion of the Committee elect to satisfy all or part of the withholding obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability Tax Items by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (Bi) having the Company withhold from a portion of the number Shares issuable upon vesting and conversion of the RSUs or (ii) delivering shares of Common Stock otherwise issuable or deliverable pursuant owned by the Participant, duly endorsed for transfer, to the settlement of RSUs a number of shares of Common Stock Company, in each case with a Fair Market Value equal to the amount of the withholding obligations to be satisfied in such withholding liabilitymanner. The obligations of Company or the Company under this Agreement shall be conditional on such payment Subsidiary employing the Participant will remit the total amount paid or arrangements, and the Company will, withheld for Tax Items to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantappropriate tax authorities.

Tax Withholding. Notwithstanding any other provision of this Agreement: (1) The vesting and settlement of Company Group and/or the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company Trustee shall have the right authority to deduct or withhold, or require Participant to remit to the applicable Company Group Member, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this Agreement. In the event that the Company Group determine that it is hereby authorized required to withhold any cashtax as a result of the exercise of this Option, shares Participant, as a condition to the exercise of Common Stockthis Option, shall make arrangements satisfactory to the Company Group to enable it to satisfy all withholding requirements. The Company Group may withhold or Participant may make such payment in one or more of the forms specified below: (a) by a bank wire transfer, an ACH (automated clearing house) mechanism, or any other securities means of electronic funds transfer made payable to the Trustee and/or to the Company Group Member with respect to which the withholding obligation arises; (b) by the deduction of such amount from other compensation payable to Participant; | (2) Participant shall also make arrangements satisfactory to the Group Company to enable it to satisfy any withholding requirements that may arise in connection with the disposition of Shares purchased by exercising this Option. (3) Any tax consequences arising from the grant or other property deliverable under exercise of the RSUs Option, from the payment for Shares covered thereby or from any compensation other event or other amounts owing to a Participant, the amount act (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement and/or its Affiliates, the Trustee or Participant), hereunder, shall be conditional on such payment or arrangementsborne solely by the Participant. Participant is ultimately liable and responsible for, and the Company willand, to the extent permitted by lawApplicable Law, have agrees to indemnify and keep indemnified the right to deduct any such withholding Company Group from, all taxes from any payment owed in connection with the Option, regardless of any kind otherwise due action any Company Group Member takes with respect to any tax withholding obligations that arise in connection with the 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 or the subsequent sale of Shares. The Company Group does not commit and is under no obligation to structure the Option to reduce or eliminate Participant’s tax liability. (4) The Participant will not be entitled to receive from the Company and/or the Trustee any Shares allocated or issued upon the exercise of the Option prior to the full payments of the Participant’s tax liabilities arising from the Option which was granted to him or her and/or Shares issued upon the exercise such Option. For the avoidance of doubt, the Company and/or the Trustee shall be required to release any share certificate to the Participant until all payments required to be made by the Participant have been fully satisfied. (5) The receipt of the Option and the acquisition of the Shares to be issued upon the exercise of the Option may result in tax consequences. THE 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. The RSUs are taxable upon vesting and settlement (the later of the RSUs shall be subject date indicated in your Notice of Grant or your election to defer to a date no later than termination of service). To the Participant satisfying any extent required by applicable U.S. federal, state or other law, you shall make arrangements satisfactory to the Corporation for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable). The Corporation shall not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee of the Board of Directors established pursuant to the 2006 Plan (the "Committee"), these tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall (if any) will be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied by the Participant having a Fair Market Value equal to such Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding liabilityto the Corporation. The obligations shares may be sold as part of a block trade with other participants of the Company under 2006 Plan in which all participants receive an average price. For this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.purpose,

Tax Withholding. The RSUs and dividend equivalents are taxable upon vesting and settlement based on the Market Value in accordance with the tax laws of the country where you are resident or employed. RSUs shall and dividend equivalents are taxable in accordance with the existing or future tax laws of the country where you are a resident or employed. If you are an U.S. citizen or expatriate, you may also be subject to U.S. tax laws. To the Participant satisfying any extent required by applicable U.S. federal, state or other law, you shall make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2006 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations and non-U.S. tax withholding obligationsthat arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable). The Participant Corporation shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall not be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold issue or lift any cash, restrictions on shares of the Common Stock, other securities Stock pursuant to your RSUs and dividend equivalents or other property deliverable under the RSUs or from to recognize any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery purported transfer of shares of the Common Stock (which until such obligations are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied. Unless provided otherwise by the Participant having a Fair Market Value equal to such Committee, these obligations will be satisfied by the Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs and dividend equivalents that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs and dividend equivalents, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding liabilityto the Corporation. The obligations shares may be sold as part of a block trade with other participants of the Company under 2006 Plan in which all participants receive an average price. For this Agreement shall purpose, “Market Value” will be conditional calculated as the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on such payment or arrangementsthe day your RSUs and dividend equivalents vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs and dividend equivalents, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment regardless of any kind otherwise due action the Corporation takes or any transaction pursuant to Participantthis Section 11 with respect to any tax withholding obligations that arise in connection with the RSUs and dividend equivalents. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs and dividend equivalents or the subsequent sale of any of the shares of Common Stock underlying the RSUs and dividend equivalents that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

Tax Withholding. The vesting and settlement Whenever a Period of Restriction applicable to the Employee’s rights to some or all of the RSUs Restricted Stock Units lapses as provided in Section 4, 5, 6 or 8 of this Agreement, the Company or its agent shall be subject to notify the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect Employee of the RSUsrelated amount of tax that must be withheld under applicable tax laws. Upon the settlement Regardless of the RSUs, the Participant shall be required to pay to any action the Company, any Subsidiary of the Company, or the Employee’s employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Employee is required to bear pursuant to all applicable laws, the Employee hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Employee. Prior to receipt of any shares that correspond to Restricted Stock Units that vest in accordance with this Agreement, the Employee shall pay or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold and/or any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect Subsidiary of the RSUs, and to take such other action as may be necessary in the opinion of the Committee Company to satisfy all obligations for the withholding and payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The on account obligations of the Company under and/or any Subsidiary of the Company. In this Agreement shall be conditional on such payment or arrangementsregard, and the Employee authorizes the Company will, and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Employee from the Employee’s wages or other cash compensation paid to the extent permitted Employee by lawthe Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares. Alternatively or in addition, have the right Company may sell or arrange for the sale of Common Stock that the Employee is due to deduct acquire to satisfy the withholding obligation for Tax and/or withhold any such withholding taxes from Common Stock. Finally, the Employee agrees to pay the Company or any payment Subsidiary of the Company any amount of any kind otherwise due Tax that the Company or any Subsidiary of the Company may be required to Participantwithhold as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver Common Stock if the Employee fails to comply with its obligations in connection with the tax as described in this section. The Company advises the Employee to consult his or her legal and/or tax advisors with respect to the tax consequences for the Employee under the Plan.

Tax Withholding. (a) The Company shall withhold, or cause to be withheld, Shares otherwise vesting and settlement or issuable under this Award (including the PSUs or Dividend Equivalents) in satisfaction of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant number of Shares which may be so withheld or surrendered shall be responsible limited to the number of Shares 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 all federal, state, local and foreign income taxes payable tax and payroll tax purposes that are applicable to such taxable income. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in respect connection with the PSUs prior to the applicable settlement date, the payment of a portion of the RSUs. Upon the settlement award of the RSUs, the Participant PSUs shall be required accelerated in an amount sufficient to pay to the Companysatisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other such amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment satisfaction of such withholding taxesobligations. ||| (b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, if applicable. In addition, regardless of any action the Committee may, in its sole discretion, permit a Participant to satisfy, in whole Company or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject any Affiliate takes with respect to any pledge tax withholding obligations that arise in connection with the PSUs or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having Dividend Equivalents. Neither the Company withhold from nor any Affiliate makes any representation or undertaking regarding the number treatment of shares any tax withholding in connection with the awarding, vesting or payment of Common Stock otherwise issuable the PSUs or deliverable pursuant to the settlement Dividend Equivalents or the subsequent sale of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilityShares. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Affiliates do not commit and are under no obligation to structure the extent permitted by law, have the right PSUs or Dividend Equivalents to deduct any such withholding taxes from any payment of any kind otherwise due to reduce or eliminate Participant’s tax liability.

Tax Withholding. The Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and that the Company (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Stock Units, including the grant and vesting of Stock Units, subsequent delivery of cash related to such Stock Units and settlement receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the RSUs shall be subject terms or any aspect of this grant of Stock Units to reduce or eliminate the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and nonGrantee’s liability for Tax-U.S. tax withholding obligationsRelated Items. The Participant Grantee shall be responsible for all income taxes payable in respect pay the Company any amount of Tax-Related Items that the RSUs. Upon the settlement of the RSUs, the Participant shall Company may be required to pay withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Stock Units that cannot be satisfied by the means described below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the Companytaxable or tax withholding event, and as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant ) to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, satisfy all Tax-Related Items to the extent permitted withholding is required. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by law, have the right Grantee by (1) withholding from the Stock Unit proceeds (which may also be used to deduct satisfy any Restricted Stock Withholding required) and/or (2) withholding from the Grantee’s other cash compensation paid by the Company. Grantee acknowledges and understands that Grantee should consult a tax adviser regarding Grantee’s tax obligations prior to such withholding taxes from any payment of any kind otherwise due to Participantsettlement or disposition.

Tax Withholding. The vesting and settlement of the RSUs shall be subject to the Participant satisfying Company or any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company affiliate shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or deduct from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required withholding taxes in respect of by law to be withheld upon the RSUsissuance, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the vesting or payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of any shares of Common Stock (which are not subject to any pledge upon the vesting of the Restricted Stock Units or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having payment of dividend equivalents. By accepting this Agreement, Gxxxxxx hereby authorizes the Company to withhold from the number of shares of Common Stock that would otherwise issuable or deliverable pursuant be issued to Grantee upon vesting of the settlement of RSUs Restricted Stock Units a number of whole shares of Common Stock with having a Fair Market Value fair market value equal to such the Company’s required tax withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, with respect to the extent permitted by law, have the right Award and to deduct any such withholding taxes remaining amount due from any payment of any kind otherwise payments due to ParticipantGrantee. Any shares of Common Stock issued or withheld shall have an aggregate fair market value not in excess of the minimum statutory total tax withholding obligation. The fair market value of the shares of Common Stock used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares of Common Stock used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering a cashier’s check or other check or wire transfer acceptable to the Company in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check / wire transfer shall be communicated to the Chief Financial Officer prior to the vesting of the grant and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate.

Tax Withholding. The RSUs are taxable upon vesting and settlement (the later of the RSUs shall be subject date indicated in your Notice of Grant or your election to defer to a date no later than termination of service). To the Participant satisfying any extent required by applicable U.S. federal, state or other law, you shall make arrangements satisfactory to the Corporation for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of shares of the Common Stock (whichever is applicable). The Corporation shall not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless provided otherwise by the Committee of the Board of Directors established pursuant to the 2006 Plan (the “Committee”), these tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall (if any) will be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned satisfied by the Participant having a Fair Market Value equal to such Corporation withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with that would otherwise be issued under the RSUs that the Corporation determines has a Fair Market Value equal sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in the previous sentence, you authorize UBS Financial Services Inc., or any successor plan administrator, to sell a number of shares of Common Stock that are issued under the RSUs, which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with other participants of the 2006 Plan in which all participants receive an average price. For this purpose, “Market Value” will be calculated as the average of the highest and lowest sales prices of the Common Stock as reported by NASDAQ on the day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 8 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participant.Outside Director RSU Agmt (08 Rsmt)

Tax Withholding. (a) The Company shall withhold, or cause to be withheld, Shares otherwise vesting and settlement or issuable under this Award (including the PSUs or Dividend Equivalents) in satisfaction of the RSUs shall be subject to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant number of Shares which may be so withheld or surrendered shall be responsible limited to the number of Shares 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 all federal, state, local and foreign income taxes payable tax and payroll tax purposes that are applicable to such taxable income. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in respect connection with the PSUs prior to the applicable settlement date, the payment of a portion of the RSUs. Upon the settlement award of the RSUs, the Participant PSUs shall be required accelerated in an amount sufficient to pay to the Companysatisfy (but not in excess of) such tax withholding obligations and any tax ||| withholding obligations associated with any such accelerated payment, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other such amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment satisfaction of such withholding taxesobligations. (b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, if applicable. In addition, regardless of any action the Committee may, in its sole discretion, permit a Participant to satisfy, in whole Company or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject any Affiliate takes with respect to any pledge tax withholding obligations that arise in connection with the PSUs or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having Dividend Equivalents. Neither the Company withhold from nor any Affiliate makes any representation or undertaking regarding the number treatment of shares any tax withholding in connection with the awarding, vesting or payment of Common Stock otherwise issuable the PSUs or deliverable pursuant to the settlement Dividend Equivalents or the subsequent sale of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liabilityShares. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, Affiliates do not commit and are under no obligation to structure the extent permitted by law, have the right PSUs or Dividend Equivalents to deduct any such withholding taxes from any payment of any kind otherwise due to reduce or eliminate Participant’s tax liability.

Tax Withholding. The MKS’s obligation to deliver Shares to you upon the vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. satisfaction of all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax related withholding obligations and non-U.S. tax withholding obligationsrequirements (“Withholding Taxes”). The Participant In order to satisfy all Withholding Taxes related to your RSUs, you agree to the following: (i) MKS shall determine the amount of any Withholding Taxes that MKS or any affiliated company may be responsible for all income taxes payable in obligated to withhold with respect of to the grant, vesting, or other event with respect to the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized MKS expects to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the sufficient number of shares of Common Stock otherwise issuable or deliverable pursuant in connection with such event to satisfy the amount of any such Withholding Taxes that arise. The amount of taxable compensation that you will recognize in connection with any such event and the fair market value of such withheld Shares will be based on the closing price of MKS’s Common Stock on the respective vesting date, provided, however, that if such date is not a trading day, MKS will use the closing price on the first trading day following such date. MKS may take such action without notice to you and will then remit to you the balance of any proceeds from withholding such shares in excess of the amount reasonably determined to be necessary to satisfy such withholding obligations. You will have no discretion as to the settlement satisfaction of RSUs a number of shares of Common Stock tax withholding obligations in such manner. If, however, MKS for any reason does not satisfy the withholding obligations with a Fair Market Value equal respect to such withholding liability. The obligations the vesting of the Company under RSUs as provided above in this Agreement Section 5(e)(i) or otherwise pays taxes on your behalf (that are your responsibility), MKS or its affiliate shall be conditional entitled to require a cash payment by or on behalf of you and/or to deduct from other compensation payable to you the amount of any such Withholding Taxes or MKS paid taxes. (ii) You have reviewed with your own tax advisors the federal, state, local and foreign tax consequences of this Assumed Newport RSU award and the transactions contemplated by this Agreement. You are relying solely on such payment advisors and not on any statements or arrangementsrepresentations of MKS, Newport, or any of their affiliates or agents. You understand that you (and not MKS, Newport or their affiliates) shall be responsible for your own tax liability that may arise as a result of this Assumed Newport RSU award or the Company will, to the extent permitted transactions contemplated by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to Participantthis Agreement.

Tax Withholding. The Regardless of any action the Company, or if different, Awardee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Awardee’s participation in the Plan and legally applicable to Awardee (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting and or settlement of the RSUs shall be subject to Restricted Stock Units, the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect issuance of the RSUs. Upon the Stock upon settlement of the RSUsRestricted Stock Units, the Participant shall subsequent sale of Stock and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Awardee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Awardee has become subject to tax in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to pay withhold or account for Tax-Related Items in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Company, and a withholding obligation by the Company and/or the Employer shall have the right and is hereby authorized to be satisfied through a net issuance of shares. The Company shall withhold any cash, from shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing Stock to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and be issued to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs Awardee a number of shares of Common Stock with a an aggregate Fair Market Value equal that would satisfy the Tax-Related Items due. Alternatively, or in addition, the Company or the Employer may decide in their sole and absolute discretion to such satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) withholding liabilityfrom proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf pursuant to this authorization); or (ii) in any other way set forth in Section 15 of the Plan. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Stock, for tax purposes, Awardee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares is held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan that cannot be satisfied by the means previously described. The obligations Company may refuse to issue or deliver the Stock or the proceeds of the Company under this Agreement shall be conditional on such payment or arrangementssale of Stock, and if Awardee fails to comply with Awardee’s obligations in connection with the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTax-Related Items.

Tax Withholding. The vesting (a) Regardless of any action the Company or Participant’s employer takes with respect to any or all income tax (including federal, provincial or local taxes), social insurance, payroll tax or other applicable taxes (“Tax Items”) in connection with the Award, Participant hereby acknowledges and settlement agrees that the ultimate liability for all Tax Items legally due by Participant is and remains the responsibility of the RSUs shall be subject Participant. (b) Participant further acknowledges and agrees that the Company and/or Participant’s employer: (i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Award, including, but not limited to, the grant or vesting of the Restricted Shares, the subsequent sale of Shares and the receipt of any dividends; and (ii) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate Participant’s liability for Tax Items. (c) Participant agrees to pay or make adequate arrangements satisfactory to the Participant satisfying any applicable U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Participant shall be responsible for all income taxes payable in respect of the RSUs. Upon the settlement of the RSUs, the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a and/or Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee ’s employer to satisfy all withholding obligations for Tax Items of the payment of such withholding taxes, if applicableCompany and/or Participant’s employer. In additionthis regard, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having authorizes the Company withhold from and/or Participant’s employer, at their discretion and if permissible under local law, to satisfy the number obligations with regard to all Tax Items legally payable by Participant by one or a combination of shares the following: (i) withholding of Common Stock otherwise issuable or deliverable pursuant to Shares registered in the settlement Participant’s name and held on the stock transfer books of RSUs a number of shares of Common Stock the Company with a Fair Market Value equal to such or below the minimum withholding liabilityamount for Tax Items, provided, however, that to avoid withholding any fractional Shares, the Company may round up to the next nearest number of whole Shares, as long as the Company withholds no more than a single whole Share in excess of the minimum withholding obligation for Tax Items. (For example, if the minimum withholding obligation for Tax Items is $225 and the Fair Market Value of the Share is $50, then the Company may withhold up to five (5) Shares.) Shares subject to withholding under this sub-section will be deducted from the total number of Shares available to Participant upon the vesting of the Restricted Shares; or (ii) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or Participant’s employer; or (iii) selling or arranging for the sale of Shares. The obligations Company or the Participant’s employer will remit the total amount withheld for Tax Items to the appropriate tax authorities. (d) The Participant shall pay to the Company or Participant’s employer any amount of Tax Items that the Company or Participant’s employer may be required to withhold as a result of Participant’s grant or vesting of Restricted Shares, the payment of dividends or the sale of Shares that cannot be satisfied by one or more of the means previously described. The Company under shall not be required to release the Restricted Shares from the stop-transfer instructions or escrow unless and until Participant complies with his or her obligations in connection with the Tax Items as described in this Agreement section. (e) The Participant shall be conditional on such payment or arrangements, and pay to the Company willor the Participant’s employer any amount of Tax Items that the Company or the Participant’s employer may be required to withhold as a result of Participant’s grant or vesting of Restricted Shares, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due dividends or the sale of Shares that cannot be satisfied by one or more of the means previously described. The Company shall not be required to Participantrelease the Restricted Shares from the stop-transfer instructions or its custody unless and until Participant complies with his or her obligations in connection with the Tax Items as described in this section.

Tax Withholding. The vesting Subject to the below provisions of this Section 2.13, Seller, Purchaser and settlement each of their respective Affiliates shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement, such amounts as are required to be deducted and withheld with respect to such payment under any applicable Tax Law. In the event that Purchaser reasonably determines that any portion of the RSUs shall Purchase Price is or would reasonably be expected to be subject to withholding under applicable Tax Law (other than Section 1445 of the Participant satisfying Code and the Treasury Regulations promulgated thereunder), Purchaser shall promptly notify Seller of such determination in writing, but in no event less than thirty (30) days prior to the Closing Date. During the ten (10) day period following the delivery of such notice, if any, Seller shall review such notice and shall advise Purchaser in writing of any disagreement. Seller and Purchaser shall endeavor in good faith to resolve any such disagreement. If Seller and Purchaser cannot resolve any such disagreement within (10) days following the delivery of Seller’s notice of disagreement, Seller shall have the opportunity to deliver to Purchaser a written opinion of a nationally recognized tax counsel or adviser in the relevant jurisdiction upon which Purchaser or an applicable U.S. federalAffiliate of Purchaser may rely under applicable Law, state in form and local tax substance reasonably satisfactory to Purchaser, to the effect that, at a “more likely than not” confidence level (or such higher confidence level as may be required to avoid the imposition of penalties on a taxpayer in the relevant jurisdiction), no such proposed withholding is required. If such opinion is delivered to the Purchaser at least two (2) days prior to the Closing Date, none of Purchaser or any of its Affiliates shall deduct or withhold any amounts from such portion of the Purchase Price (other than any amounts required to be deducted or withheld under Section 1445 of the Code and the Treasury Regulations promulgated thereunder with respect to a payment to a Seller Entity that fails to comply with its obligations under Section 2.8(b)(vi)). To the extent that amounts are deducted, withheld and non-U.S. tax withholding obligations. The Participant remitted to the appropriate Taxing Authority in compliance with the above provisions of this Section 2.13, such deducted, withheld and remitted amounts shall be responsible treated for all income taxes payable purposes of this Agreement as having been paid to the relevant Person in respect of the RSUswhich such deduction and withholding was made. Upon the settlement Each of the RSUs, parties agrees to use its reasonable best efforts to mitigate the Participant shall be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Common Stock, other securities or other property deliverable under the RSUs or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) imposition of any required withholding taxes in respect of the RSUs, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes, if applicable. In addition, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and which would not result in adverse accounting to the Company) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of RSUs a number of shares of Common Stock with a Fair Market Value equal to such withholding liability. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such withholding taxes from any payment of any kind otherwise due to ParticipantTaxes.