Common use of Tax Withholding Clause in Contracts

Tax Withholding. Regardless of any action the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges 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 or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.

Tax Withholding. Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the Grantee's actual Participant’s employer (the "“Employer") takes with respect to any or ”), the ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent TBS RSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent TBS RSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent TBS RSUs to reduce or eliminate the Grantee's Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Participant agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Participant authorizes the Company or the Employer its agent to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (i) withholding from the Grantee's Participant’s wages or other cash compensation payable paid to the Grantee Participant by the Company or and/or the Employer. Alternatively, ; or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (iii) sell or arrange for withholding from proceeds of the 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 (ii) withhold from the shares to be delivered Shares acquired upon settlement of the Performance TBS RSUs and/or either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the TBS RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the TBS RSUs to vest prior to the amount applicable date set forth in Sections 2 or 3 of shares this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the TBS RSUs; provided that to the extent necessary to satisfy avoid a prohibited distribution under Section 409A of the minimum withholding amount (or Code, the number of TBS RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such other rate that Tax-Related Items. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will not result withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(c) of this Agreement, or if otherwise approved in advance by the Committee or the Board. 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 Participant may receive a negative accounting impact)refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. The Grantee shall If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant agrees to pay to the Company or to 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 the Grantee's receipt of this award, Participant’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Participant fails to comply with the Grantee's obligation Participant’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the The Company or the Grantee's actual employer (the "Employer") takes 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 any the vesting or all income tax exercise of an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Holder (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), person validly exercising the Grantee acknowledges that the ultimate liability Award) to pay such sums 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 or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Grantee shall pay, or make adequate arrangements satisfactory 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 Committee, and with the consent of the Holder, the Company may reduce the number of shares of Stock issued to the Employer (in their sole discretion) Holder upon such Xxxxxx’s exercise of an Award or the vesting of an Award to satisfy all the tax withholding and payment on account obligations of the Company and/or Employeror 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. In this regardThe Committee may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of or payment under an Award by delivering to the Holder a reduced number of shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to the Holder, at the time of vesting of shares under the Award, the Grantee authorizes 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 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 slightly less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding obligation in some other manner permitted under this Section 17.3. The 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 Employer Minimum Statutory Tax Withholding Obligation with respect to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages that vesting, exercise or other cash compensation payable to the Grantee by lapse of restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the existence of the tax or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that which it will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedwithhold.

Tax Withholding. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws upon the vesting or exercise of the Options, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond 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 RSUsexercised Options, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock necessary to satisfy the withholding amount. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company or the Grantee's actual or, if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's 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 (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to the issuance of shares pursuant to this award of Performance RSUstax in more than one jurisdiction, the Grantee shall pay, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretionand absolute discretion to satisfy their withholding obligations, if any, for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization without further consent); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 15 of the Performance RSUs and/or Plan; provided, however, that if Awardee is a Section 16 officer of the Dividend Equivalent RSUs Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, 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 method (i) or (ii) above, or a combination thereof. Depending on the withholding method, 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 may 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 in Stock, for tax purposes, Awardee is deemed to have been issued the full number of shares necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not a number of shares are held back solely for purposes of paying the Tax-Related Items due as a result of any aspect of Awardee’s participation in a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Participant acknowledges that, regardless of any action taken by the Company or the Grantee's actual employer (the "Employer") takes Employer with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Participant’s personal responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and Participant’s participation in the Dividend Equivalent RSUsPlan, including including, but not limited to, the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsRestricted Stock Units, the vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent issuance or sale of shares of Company Common Stock, or the receipt of any shares acquired at settlementdividends or Dividend Equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Performance RSUs and Dividend Equivalent RSUs Plan to reduce or eliminate the Grantee's Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Participant agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or the Employer, or the Employer their respective agents, at their discretion, to withhold all applicable satisfy their withholding obligations with regard to any Tax-Related Items legally payable by one or a combination of the Grantee following: (a) withholding from the Grantee's Participant’s wages or other cash compensation payable to the Grantee Participant by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (ib) sell or arrange for withholding from proceeds of the sale of shares of Company Common Stock under the Plan, 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) to cover the Tax-Related Items required to be withheld, and (c) withholding in shares of Company Common Stock to be issued on the settlement upon vesting of the Performance RSUs and/or Restricted Stock Units. If the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer any amount of obligation for Tax-Related Items is satisfied by withholding in shares of Company Common Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Company Common Stock, notwithstanding that a number of the shares of Company Common Stock are held back solely for the purpose of paying the Tax-Related Items. 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 defer the settlement of the Performance RSUs Restricted Stock Units until such withholding or other tax requirements are satisfied and the Dividend Equivalent RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with Participant has not satisfied such withholding or other tax requirements as of the Grantee's obligation last day of the calendar year in connection with which the Tax-Related Items as described herein. If Vesting Date occurs, the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs Restricted Stock Units shall be forfeited.

Tax Withholding. Regardless of any action the Company Company, or the Grantee's actual if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's his 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 Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends 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 Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to tax in more than one jurisdiction between the issuance Award Date and the date of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee shall payas applicable, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretion, and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 15 of the Performance RSUs and/or Plan. To avoid negative accounting treatment, the Dividend Equivalent RSUs 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 amount 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 necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not 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 a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. When the Period of Restriction applicable to the Recipient’s rights to some or all of the Restricted Stock lapses as provided in this Agreement, the Company or its agent shall notify the Recipient of the related amount of tax that must be withheld under applicable tax laws. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond 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 Restricted Stock that vests in accordance with this award of Performance RSUsAgreement, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond to structure the terms settlement 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 RSUsvested Restricted Stock Units, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond to structure the terms settlement 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 RSUsvested Restricted Stock Units, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs acquire to satisfy the withholding or payment on account obligation, obligation for Tax and/or withhold any Common Stock (ii) withhold from the shares not to 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 rate that will not result in a negative accounting impactexceed maximum statutory rates). The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges 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 or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or or, if different, the Grantee's actual employer (Employer, the "Employer") takes with respect to any or ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you ("“Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's 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 (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsStock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsStock Units, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Stock Units to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction 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. Prior to the issuance of shares pursuant any relevant taxable or tax withholding event, as applicable, you agree to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a) withholding from the Grantee's your wages or other cash compensation payable paid to you by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon settlement of the Performance Stock Units. 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. If the maximum rate is used, any over-withheld amount will be refunded to you in cash by the Company or Employer (with no entitlement to the Grantee Share equivalent) or if not refunded, you may seek a refund from the local tax authorities. 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 subject to the vested Performance Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee fails you fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described hereinItems. If Notwithstanding anything in this Section 14 to the Grantee fails contrary, to pay avoid a prohibited acceleration under Section 409A of the Code, if Shares subject to the Performance Stock Units will be withheld (or make satisfactory arrangements sold on your behalf) to satisfy all withholding and payment on account obligations by any Tax-Related Items arising prior to the Settlement Datedate of settlement of the Performance Stock Units for any portion of the Performance Stock Units that is considered nonqualified deferred compensation subject to Section 409A of the Code, then the Performance RSUs and number of Shares withheld (or sold on your behalf) shall not exceed the Dividend Equivalent RSUs shall be forfeitednumber of Shares that equals the liability for Tax-Related Items.

Tax Withholding. Regardless of any action the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges 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 (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs PSUs and the Dividend Equivalent RSUsPSUs, including the grant of the Performance RSUs PSUs and crediting of the Dividend Equivalent RSUsPSUs, the vesting of the Performance RSUs PSUs and Dividend Equivalent RSUsPSUs, the settlement of the Performance RSUs PSUs and Dividend Equivalent RSUsPSUs, and the subsequent sale of any shares acquired at settlement; and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs PSUs and Dividend Equivalent RSUs PSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUsPSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock to be issued on the settlement of the Performance RSUs PSUs and/or the Dividend Equivalent RSUs PSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs PSUs and/or the Dividend Equivalent RSUs PSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 PSUs and the Dividend Equivalent RSUsPSUs, or the settlement of the Performance RSUs PSUs and the Dividend Equivalent RSUs PSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs PSUs and the Dividend Equivalent RSUs PSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs PSUs and the Dividend Equivalent RSUs PSUs shall be forfeited.

Tax Withholding. Regardless The Participant acknowledges that, regardless of any action taken by the Company Corporation or, if different, the Subsidiary employing or retaining the Grantee's actual employer (Participant, the "Employer") takes with respect to any or ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to the Participant ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Corporation or the Subsidiary employing or retaining the Participant. The Participant further acknowledges that the Company Corporation and/or the Employer Subsidiary employing or retaining the Participant (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and Option, including, but not limited to, the Dividend Equivalent RSUsgrant, including the grant vesting or exercise of the Performance RSUs and crediting of the Dividend Equivalent RSUsOption, 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 Shares acquired pursuant to such exercise and the receipt of any shares acquired at settlementdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Option to reduce or eliminate the Grantee's Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result except as otherwise expressly provided in the Option Agreement or any other agreement with the Participant. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Corporation and/or the Subsidiary employing or retaining the Participant (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the issuance of shares pursuant to this award of Performance RSUsrelevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Participant agrees to make adequate arrangements satisfactory to the Company Corporation and/or the Subsidiary employing or to retaining the Employer (in their sole discretion) Participant to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Participant authorizes the Company Corporation and/or the Subsidiary employing or retaining the Employer Participant, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by withholding from proceeds of the sale of Shares acquired at exercise of the Option either through: • a voluntary sale by the Grantee Participant by providing irrevocable instructions to the Corporation’s designated broker to remit funds required to satisfy all or a portion of the Tax-Related Items to the Corporation and/or the Subsidiary employing or retaining the Participant under a broker-assisted cashless exercise program implemented by the Corporation in connection with the Plan; provided, however, that the Participant shall be permitted to engage an individual broker in connection with the cashless exercise to the extent the Participant has adopted a 10b5-1 Trading Plan with respect to transactions involving the Option and/or Shares subject to the Option; or • through a mandatory sale arranged by the Corporation on the Participant’s behalf pursuant to this authorization (without further consent). The Corporation may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. Finally, the Participant agrees to pay to the Corporation or the Subsidiary employing or retaining the Participant, including through withholding from the Grantee's Participant’s wages or other cash compensation payable to the Grantee Participant by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock to be issued on the settlement of the Performance RSUs Corporation and/or the Dividend Equivalent RSUs to satisfy Subsidiary employing or retaining the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer Participant any amount of Tax-Related Items that the Company Corporation or the Employer Subsidiary employing or retaining the Participant may be required to withhold or account for as a result of the Grantee's receipt of this award, Participant’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Participant fails to comply with the Grantee's obligation his or her obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company or the Grantee's actual or, if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's his 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 Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends 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 Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to tax in more than one jurisdiction between the issuance Award Date and the date of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee shall payas applicable, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretion, and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 15 of the Performance RSUs and/or Plan. To avoid negative accounting treatment, the Dividend Equivalent RSUs 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 amount 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 necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not 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 a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or or, if different, your employer, the Grantee's actual employer (the "Employer") takes with respect to ultimate liability for any or all income tax (including federal, state and local taxes)tax, social insuranceinsurance contributions, payroll tax, payment on account tax or other tax-related withholding items related to your participation in the Plan and legally applicable to you ("“Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's your responsibility and may exceed the amount withheld by the Company or your employer. You further acknowledge that the Company and/or the Employer your employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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; Award and (ii2) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if you are subject to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable 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 your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. You agree that the Company may satisfy such withholding by any or a combination of the Grantee from the Grantee's wages following methods: (i) by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other cash compensation otherwise payable to the Grantee you; (iii) by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale withholding a number of shares of Common Stock to be issued on the settlement issuable in respect of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in Award having a negative accounting impact). The Grantee shall pay fair market value equal to the Company or to the Employer any amount of Tax-Related Items that the Company determines it or your employer is required to withhold; and/or (iv) arranging for the Employer may be Company’s designated broker (if any, or any broker acceptable to the Company) to sell shares having a fair market value equal to the amount of Tax-Related Items that the Company determines it is required to withhold as (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 subject to the vested Award, notwithstanding that a result number of the Grantee's receipt shares are held back solely for the purpose of this award, paying the vesting of Tax-Related Items. If the Performance RSUs and the Dividend Equivalent RSUs, Tax-Related Items are not satisfied for any reason or the settlement of the Performance RSUs and the Dividend Equivalent RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails you otherwise fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If in this section, the Grantee fails Company may refuse to pay or make satisfactory arrangements deliver the shares pursuant to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedthis Award.

Tax Withholding. Regardless of any action the Company or the Grantee's actual an Affiliate which is your employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes), social insurancetax, payroll tax, payment on account or other tax-related withholding 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"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's your responsibility and may exceed the amount (if any) withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsAward, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsgrant, the vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Share Rights, and the issuance of shares of Common Stock upon settlement of the Restricted Share Rights, the subsequent sale of shares of Common Stock acquired pursuant to such issuance and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate your liability for such Tax-Related Items or to achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Grantee's liability Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related ItemsItems in more than one jurisdiction. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee as applicable, you shall pay, pay or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as the Employer Company may specify from time to withhold time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (1) withholding from the Grantee's any wages or other cash compensation payable paid to the Grantee you by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, ; (i2) sell or arrange for withholding from proceeds of the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Share Rights either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (3) withholding in shares of Common Stock to be issued on the upon vesting and settlement of the Performance RSUs and/or Restricted Share Rights. Notwithstanding the Dividend Equivalent RSUs foregoing, if you are subject to satisfy the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company will withhold in shares of Common Stock upon the relevant tax withholding event, except with respect to any Tax-Related Items required to be withheld prior to the vesting dates set forth in paragraph 2 which may be withheld from your wages or other cash compensation. Only if withholding in shares of Common Stock is prevented by applicable law or has materially adverse accounting or tax consequences, may the Tax-Related Items withholding obligation for individuals subject to Section 16(b) of the Exchange Act be satisfied by one or a combination of methods (1) and (2) above. Depending on the withholding method, the Company may withhold or payment on account obligationfor Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, and/or 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. Anything to the contrary in this paragraph 6 notwithstanding, the Company’s or the Employer’s right to withhold any amounts payable pursuant to this Award to cover Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Section 409A (iias defined in paragraph 11 below) withhold from shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Section 409A. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Share Rights, notwithstanding that a number of the shares to be delivered upon settlement of Common Stock are held back solely for the Performance RSUs and/or purpose of paying the Dividend Equivalent RSUs Tax-Related Items due as a result of any aspect of your participation in the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)Plan. The Grantee Finally, you shall pay to the Company or to 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 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 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 sale of shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee of Common Stock, if the Grantee fails you fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Participant acknowledges that, regardless of any action taken by the Company or the Grantee's actual employer (the "Employer") takes Employer with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant's participation in the Plan and legally applicable to the Participant ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Participant’s personal responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and Participant’s participation in the Dividend Equivalent RSUsPlan, including including, but not limited to, the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsRestricted Stock Units, the vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent issuance or sale of shares of Company Common Stock, or the receipt of any shares acquired at settlementdividends or Dividend Equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Performance RSUs and Dividend Equivalent RSUs Plan to reduce or eliminate the Grantee's Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Participant agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Participant authorizes the Company and/or the Employer, or the Employer their respective agents, at their discretion, to withhold all applicable satisfy their withholding obligations with regard to any Tax-Related Items legally payable by one or a combination of the Grantee following: (a) withholding from the Grantee's Participant’s wages or other cash compensation payable to the Grantee Participant by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (ib) sell or arrange for withholding from proceeds of the sale of shares of Company Common Stock under the Plan, 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) to cover the Tax-Related Items required to be withheld, and (c) withholding in shares of Company Common Stock to be issued on the settlement upon vesting of the Performance RSUs and/or Restricted Stock Units. If the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer any amount of obligation for Tax-Related Items is satisfied by withholding in shares of Company Common Stock, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Company Common Stock, notwithstanding that a number of the shares of Company Common Stock are held back solely for the purpose of paying the Tax-Related Items. 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 defer the settlement of the Performance RSUs Restricted Stock Units until such withholding or other tax requirements are satisfied and the Dividend Equivalent RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with Participant has not satisfied such withholding or other tax requirements as of the Grantee's obligation last day of the calendar year in connection with which the Tax-Related Items as described herein. If Vesting Date occurs, the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs Restricted Stock Units shall be forfeited.

Tax Withholding. Regardless of any action the Company or Corporation and/or the Grantee's actual ’s employer (the "“Employer"”) takes take with respect to any or all income tax (including U.S. federal, state and local taxestax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's ’s responsibility and that the Company Corporation and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsOption, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsOption, the vesting of the Performance RSUs and Dividend Equivalent RSUsOption, the settlement exercise of the Performance RSUs and Dividend Equivalent RSUsOption, and the subsequent sale of any shares of Common Stock acquired at settlementexercise and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Option to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUsrelevant taxable event, the Grantee shall pay, pay or make adequate arrangements satisfactory to the Company or to Corporation and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company Corporation and/or the Employer. In this regard, if permissible under local law, the Grantee authorizes the Company or Corporation and/or the Employer Employer, at their discretion, to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's any wages or other cash compensation payable paid to the Grantee by the Company Corporation and/or the Employer or from the Employerproceeds of the sale of shares of Common Stock subject to the Option. Alternatively, or in addition, if permissible under local law, the Company Grantee authorizes the Corporation and/or the Employer, at their discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by the Grantee by one or a combination of the Employer mayfollowing: (1) withholding shares of Common Stock issuable upon exercise of the Option, in their sole discretion, provided that the Corporation only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount; or (i2) sell or arrange arranging for the sale of shares of Common Stock otherwise issuable to be issued the Grantee upon exercise of the Option (on the settlement Grantee’s behalf and at the Grantee’s direction pursuant to this authorization). If the obligation of Tax-Related Items is satisfied by reducing the number of shares of Common Stock issuable upon exercise of the Performance RSUs and/or Option, the Dividend Equivalent RSUs Grantee is deemed to satisfy have been issued the withholding or payment on account obligationfull number of shares of Common Stock subject to the Option, and/or (ii) withhold from notwithstanding that a number of the shares to be delivered upon settlement of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Performance RSUs and/or Option. Finally, the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to Corporation and/or the Employer any amount of Tax-Related Items that the Company or Corporation and/or the Employer may be required to withhold as a result of the Grantee's receipt of this award, ’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to deliver to the Grantee any shares of Common Stock pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Option if the Grantee fails to comply with the Grantee's obligation ’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedin this Section 6.

Tax Withholding. The following provision shall replace Section 16 of the Agreement in its entirety: Regardless of any action the Company or and the Grantee's actual employer (the "Employer") takes Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Participant is and remains the Grantee's responsibility Participant’s responsibility, and that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsDeferred Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsDeferred Units, the vesting of the Performance RSUs and Dividend Equivalent RSUsDeferred Units, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares Common Units acquired at settlementpursuant to the Deferred Units and the receipt of any dividends; and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Deferred Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Prior to the issuance delivery of shares pursuant to this award the Common Units upon the vesting of Performance RSUsthe Deferred Units, if any taxing jurisdiction requires withholding of Tax-Related Items, the Grantee shall pay, or make adequate arrangements satisfactory to Company may withhold a sufficient number of whole Common Units otherwise issuable upon the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations vesting of the Company and/or Employer. In this regard, Deferred Units that have an aggregate Fair Market Value (as defined under the Grantee authorizes Plan) sufficient to pay the Company or the Employer to withhold all applicable minimum Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable required to be withheld with respect to the Grantee by Common Units. The cash equivalent of the Company 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 Employergrant of the Deferred Units and the issuance of Common Units hereunder. Alternatively, or in addition, if permissible under local law, the Company or and the Employer may, in their sole its discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the any amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described hereinfrom the Participant’s salary or other amounts payable to the Participant, with no withholding in Common Units. If In the Grantee fails event the withholding requirements are not satisfied through the withholding of Common Units or through the Participant’s salary or other amounts payable to pay or make the Participant, no Common Units will be issued upon vesting of the Deferred Units unless and until satisfactory arrangements to satisfy all withholding and payment on account obligations (as determined by the Settlement Date, then Committee) have been made by the Performance RSUs Participant with respect to the payment of any Tax-Related Items which the Company and the Dividend Equivalent RSUs shall Employer determines, in its sole discretion, must be forfeitedwithheld or collected with respect to such Deferred Units. By accepting this grant of Deferred Units, the Participant expressly consents to the withholding of Common Units and/or cash as provided for hereunder. All other Tax-Related Items related to the Deferred Units and any Common Units delivered in payment thereof are the Participant’s sole responsibility.

Tax Withholding. Whenever a Period of Restriction applicable to the Recipient’s rights to some or all of the Restricted Stock lapses as provided in this Agreement, the Company or its agent shall notify the Recipient of the related amount of tax that must be withheld under applicable tax laws. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond 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 Restricted Stock that vests in accordance with this award of Performance RSUsAgreement, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company or the Grantee's ’s actual employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's ’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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 conversion of the Performance RSUs and Dividend Equivalent RSUsinto shares of Common Stock, and the subsequent sale of any shares acquired at settlementvesting and the receipt of any dividends or dividend equivalents; 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 ’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 ’s wages or other cash compensation payable to the Grantee by the Company or the EmployerEmployer or from any equivalent cash payment received upon vesting of the RSUs. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock Shares to be issued on the settlement vesting of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from in shares, provided that the shares to be delivered upon settlement of Company and the Performance RSUs and/or the Dividend Equivalent RSUs Employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 ’s receipt of this awardAward, the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement conversion of the Performance vested RSUs and the Dividend Equivalent RSUs into shares that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's ’s obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date15th day of the third month following the date on which the RSUs have vested, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.

Tax Withholding. Regardless of any action taken by the Company or, if different, the Affiliate or the Subsidiary that is Grantee's actual ’s employer (the "“Employer") takes with respect to any or ”), the ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Grantee’s participation in the Plan and legally applicable to the Grantee ("the “Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's ’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 RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including but not limited to, the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUs, the or vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, the settlement issuance of shares of Stock upon vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any shares acquired at settlementdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Performance RSUs and Dividend Equivalent RSUs Plan to reduce or eliminate the Grantee's ’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all Tax-Related Items. To satisfy any withholding and payment on account obligations of the Company and/or Employer. In this regardthe Employer with respect to Tax-Related Items, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages one (or other cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (ia combination) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.following:

Tax Withholding. Regardless of any action taken by the Participating Company or the Grantee's actual employer (the "Employer") takes Group with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding withholdings or payments ("“Tax-Related Items"”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Participant is and remains the Grantee's Participant’s responsibility and that the Participating Company and/or the Employer Group (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsOption, including the grant grant, vesting or exercise of the Performance RSUs and crediting of the Dividend Equivalent RSUsOption, 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; pursuant to such exercise, or the receipt of any dividends and (ii) do does not commit to structure the terms of the grant or any other aspect of the Performance RSUs and Dividend Equivalent RSUs Option to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Prior In particular, while this Option is intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5) and will be construed in accordance therewith to the issuance of shares pursuant to this award of Performance RSUsgreatest extent permitted by law, the Grantee Participant acknowledges that this Option is exempt from Section 409A of the Code only if the exercise price per share is at least equal to the “fair market value” per share of the Stock 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 pay, pay or make adequate arrangements satisfactory to the Participating Company or to the Employer (in their sole discretion) Group to satisfy all withholding and payment on account obligations of the Participating Company and/or EmployerGroup. In this regard, at the Grantee time the Option is exercised, in whole or in part, or at any other time as reasonably requested by the Company, the Participant hereby authorizes the Company or the Employer to withhold withholding of all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages or payroll and any other cash compensation amounts payable to the Grantee Participant, and otherwise agrees to make adequate provision for withholding of all applicable Tax Related Items by the Participating Company or Group, if any, which arise in connection with the EmployerOption. Alternatively, or in addition, if permissible under local applicable law, the Participating Company or the Employer may, in their sole discretion, Group may (i) sell or arrange for the sale of shares of Common Stock acquired by the Participant to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy meet the withholding or payment on account obligation, obligation of Tax-Related Items and/or (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs in shares, provided that only the amount of shares necessary to satisfy the minimum statutory withholding amount (or such other rate that will not result in a negative accounting impact)are withheld. The Grantee Finally, the Participant shall pay to the Participating Company or to the Employer Group any amount of the Tax-Related Items that the Participating Company or the Employer Group may be required to withhold as a result of the Grantee's receipt of this award, Participant’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse shall have no obligation to process the exercise of the Option or to deliver shares pursuant to of Stock until the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations in this section have been satisfied by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedParticipant.

Tax Withholding. The following provision shall replace Section 17 of the Agreement in its entirety: Regardless of any action the Company or and the Grantee's actual employer (the "Employer") takes Employer take with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Optionee is and remains the Grantee's responsibility Optionee’s responsibility, and that the Company and/or and the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsOptions, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsOptions, the vesting of the Performance RSUs and Dividend Equivalent RSUsOptions, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares Common Units acquired at settlementpursuant to the Options and the receipt of any dividends; and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Options to reduce or eliminate the Grantee's Optionee’s liability for Tax-Related Items. Prior to the issuance delivery of shares pursuant to this award the Common Units upon the vesting of Performance RSUsthe Options, if any taxing jurisdiction requires withholding of Tax-Related Items, the Grantee shall pay, or make adequate arrangements satisfactory to Company may withhold a sufficient number of whole Common Units otherwise issuable upon the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations vesting of the Company and/or Employer. In this regard, Options that have an aggregate Fair Market Value (as defined under the Grantee authorizes Plan) sufficient to pay the Company or the Employer to withhold all applicable minimum Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable required to be withheld with respect to the Grantee by Common Units. The cash equivalent of the Company 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 Employergrant of the Options and the issuance of Common Units hereunder. Alternatively, or in addition, if permissible under local law, the Company or and the Employer may, in their sole its discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the any amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described hereinfrom the Optionee’s salary or other amounts payable to the Optionee, with no withholding in Common Units. If In the Grantee fails event the withholding requirements are not satisfied through the withholding of Common Units or through the Optionee’s salary or other amounts payable to pay or make the Optionee, no Common Units will be issued upon vesting of the Options unless and until satisfactory arrangements to satisfy all withholding and payment on account obligations (as determined by the Settlement Date, then Committee) have been made by the Performance RSUs Optionee with respect to the payment of any Tax-Related Items which the Company and the Dividend Equivalent RSUs shall Employer determines, in its sole discretion, must be forfeitedwithheld or collected with respect to such Options. By accepting this grant of Options, the Optionee expressly consents to the withholding of Common Units and/or cash as provided for hereunder. All other Tax-Related Items related to the Options and any Common Units delivered in payment thereof are the Optionee’s sole responsibility.

Tax Withholding. Regardless of any action the Company or Corporation and/or the Grantee's actual Participant’s employer (the "“Employer"”) takes take with respect to any or all income tax (including U.S. federal, state and local taxestax and/or non-U.S. tax), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Participant is and remains the Grantee's Participant’s responsibility and that the Company Corporation and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsAward, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsStock Units, the vesting of the Performance RSUs and Dividend Equivalent RSUsStock Units, the settlement delivery of the Performance RSUs and Dividend Equivalent RSUsshares of Common Stock, and the subsequent sale of any shares of Common Stock acquired at settlementvesting and the receipt of any dividends; and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUsrelevant taxable event, the Grantee Participant shall pay, pay or make adequate arrangements satisfactory to the Company or to Corporation and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company Corporation and/or the Employer. In this regard, if permissible under local law, the Grantee Participant authorizes the Company or Corporation and/or the Employer Employer, at its discretion, to withhold satisfy the obligations with regard to all applicable Tax-Related Items legally payable by the Grantee Participant by reducing the number of shares of Common Stock to be delivered upon settlement of vested Stock Units by such 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), equal to the amount necessary to satisfy the minimum statutorily applicable withholding amount. If the foregoing method of withholding is prohibited or insufficient to satisfy all Tax-Related Items legally payable by the Participant or if the Corporation, in its discretion, determines not to apply the foregoing method of withholding for any other reason, then the Participant hereby authorizes the Corporation and/or the Employer to satisfy the obligations by one or a combination of the following: (a) withholding from the Grantee's Participant’s wages or other cash compensation payable paid to the Grantee Participant by the Company or Corporation and/or the Employer. Alternatively, ; or in addition, if permissible under local law, the Company (b) selling shares or the Employer may, in their sole discretion, (i) sell or arrange arranging for the sale of shares of Common Stock to be issued (in either case on the Participant’s behalf and at the Participant’s direction pursuant to this authorization) issued in settlement of vested Stock Units. If the Performance RSUs and/or obligation of Tax-Related Items is satisfied by reducing the Dividend Equivalent RSUs number of shares of Common Stock delivered as described herein, the Participant is deemed to satisfy have been issued the withholding or payment on account obligationfull number of shares of Common Stock subject to the Award, and/or (ii) withhold from notwithstanding that a number of the shares to be delivered upon settlement of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Performance RSUs and/or Award. Finally, the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee Participant shall pay to the Company or to Corporation and/or the Employer any amount of Tax-Related Items that the Company or Corporation and/or the Employer may be required to withhold as a result of the Grantee's receipt of this award, Participant’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to deliver to the Participant any shares of Common Stock pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Award if the Grantee Participant fails to comply with the Grantee's obligation Participant’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedin this Section 10.

Tax Withholding. Performance Unit Awards under the Plan will be subject to withholding as required by law. 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 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 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 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 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 equalization or hypothetical tax policies or specific agreements relating thereto. Regardless of any action the Company or the Grantee's actual employer (the "Employer") takes any of its Subsidiaries take with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items")the Employee Taxes, the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Employee Taxes is and remains the Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Company and a Subsidiary. The Participant further acknowledges that the Company and/or the Employer and its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Employee Taxes in connection with any aspect of the this Performance RSUs and the Dividend Equivalent RSUsUnit Award, including including, but not limited to, the grant of the Performance RSUs and crediting or lapse of the Dividend Equivalent RSUs, the vesting restrictions on this Performance Unit Award and any waiver of the forfeiture provisions applicable to this 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 settlementUnit Award; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the this Performance RSUs and Dividend Equivalent RSUs Unit Award to reduce or eliminate the Grantee's Participant’s liability for Tax-Related ItemsEmployee Taxes or achieve any particular tax result. Prior Subject in each case to approval by the issuance of shares pursuant to this award of Performance RSUsCommittee or its designee and compliance with all applicable law, the Grantee shall payParticipant may elect to have any withholding obligation of the Company or any Subsidiary satisfied, in whole or make adequate arrangements satisfactory in part, by (i) paying to the Company or to a Subsidiary the Employer amount of Employee Taxes in cash, check or other cash equivalent; and/or (in their sole discretionii) to satisfy all withholding and payment on account obligations of having the Company and/or Employer. In withhold from any amount payable under this regard, the Grantee authorizes the Company Performance Unit Award or the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee's wages or other any cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously describedParticipant. The Company may refuse to deliver shares pursuant to the issue payment under this Performance RSUs and the Dividend Equivalent RSUs to the Grantee Unit Award if the Grantee Participant fails to comply with the Grantee's obligation obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedEmployee Taxes.

Tax Withholding. Regardless The Executive acknowledges that, regardless of any action taken by the Company or or, if different, the Grantee's actual Executive’s employer (the "“Employer") takes with respect to any or ”), the ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Executive’s participation in the Plan and legally applicable to the Executive ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Executive’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Executive further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent MTE RSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent MTE RSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent MTE RSUs to reduce or eliminate the Grantee's Executive’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Executive is subject to Tax-Related Items in more than one jurisdiction, the Executive 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Executive agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Executive authorizes the Company or its agent 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 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 settlement of the MTE RSUs 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 upon settlement of the MTE RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the MTE RSUs to vest prior to the applicable date set forth in Sections 2 or 3 of this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the MTE RSUs; provided that to the extent necessary to avoid a prohibited distribution under Section 409A of the Code, the number of MTE RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such Tax-Related Items. Notwithstanding the foregoing, if the Executive is an officer subject to Section 16 of the Exchange Act, the Company will not withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(b), (d) or 3(e) of this Agreement, or if otherwise approved in advance by the Committee or the Board. 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 Stock 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 vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Executive agrees to pay to 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer any amount of Tax-Tax- Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee's receipt of this award, Executive’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Executive fails to comply with the Grantee's obligation Executive’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or or, if different, the Grantee's actual Optionee’s employer (the "“Employer"”) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Optionee’s personal responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and Optionee’s participation in the Dividend Equivalent RSUsPlan, including including, but not limited to, the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsOption, the vesting of the Performance RSUs and Dividend Equivalent RSUsOption, the settlement exercise of the Performance RSUs and Dividend Equivalent RSUsOption, and the subsequent issuance or sale of Shares, or the receipt of any shares acquired at settlementdividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant Option or any aspect of the Performance RSUs and Dividend Equivalent RSUs Plan to reduce or eliminate the Grantee's Optionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Optionee agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Optionee authorizes the Company and/or the Employer, or the Employer their respective agents, at their discretion, to withhold all applicable satisfy their withholding obligations with regard to any Tax-Related Items legally payable by one or a combination of the Grantee following: (a) withholding from the Grantee's Optionee’s wages or other cash compensation payable to the Grantee Optionee by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (ib) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued Shares under the Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares Optionee’s behalf pursuant to the Performance RSUs and the Dividend Equivalent RSUs this authorization without further consent) to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with cover the Tax-Related Items as described hereinrequired to be withheld, and (c) withholding in Shares to be issued upon exercise of the Option. If the Grantee fails obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Optionee will be deemed to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by have been issued the Settlement Datefull number of Shares, then notwithstanding that a number of the Performance RSUs and Shares are held back solely for the Dividend Equivalent RSUs shall be forfeitedpurpose of paying the Tax-Related Items.

Tax Withholding. Regardless of any action the Company or the Grantee's actual employer (the "Employer") your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee you is and remains the Grantee's your responsibility and that the Company and/or the Employer and your Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsUnits, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsUnits, the vesting of the Performance RSUs and Dividend Equivalent RSUsUnits, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares Shares acquired at settlementvesting and the receipt of any dividends or Dividend Equivalents; and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Units to reduce or eliminate the Grantee's your liability for Tax-Related Items. Prior to the issuance delivery of shares pursuant to this award Shares upon the vesting of your Performance RSUsUnits, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Grantee Company shall pay, or make adequate arrangements satisfactory to withhold a sufficient number of whole Shares otherwise issuable upon the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations vesting of the Company and/or Employer. In this regard, Performance Units that have an aggregate Fair Market Value sufficient to pay the Grantee authorizes the Company or the Employer to withhold all applicable minimum Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable required to be withheld with respect to the Grantee by Shares. The cash equivalent of the Company or Shares withheld will be used to settle the Employerobligation to withhold the Tax-Related Items. Alternatively, or in addition, if permissible under local law, the Company or the your Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) may withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer any amount of Tax-Related Items required to be withheld with respect to the Shares in cash from your regular salary and/or wages or any other amounts payable to you. If you relocate to another jurisdiction during the lifetime of your Performance Units, you will be responsible for notifying the Company of such relocation and shall be responsible for compliance with all applicable tax requirements. If you are subject to taxation in more than one jurisdiction, you acknowledge and agree that the Company or the and your 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the account for Tax-Related Items in more than one jurisdiction. By accepting this grant of Performance Units, you expressly consent to the withholding of Shares and/or withholding from your regular salary and/or wages or other amounts payable to you as described hereinprovided for hereunder. If the Grantee fails All other Tax-Related Items related to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs Units and the Dividend Equivalent RSUs shall be forfeitedany Shares delivered in payment thereof are your sole responsibility.

Tax Withholding. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond 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 Restricted Stock that vests in accordance with this award of Performance RSUsAgreement, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock, which shall include the ability to accelerate the Period of Holding from any number of vested shares of Restricted Stock as part of this sale process. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company or the Grantee's actual or, if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's 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 Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends 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 Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to tax in more than one jurisdiction between the issuance Award Date and the date of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee shall payas applicable, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretion, and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 10.7. of the Performance RSUs and/or Plan. To avoid negative accounting treatment, the Dividend Equivalent RSUs Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the amount 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 necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not 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 a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or or, if different, the Grantee's actual employer (Employer, the "Employer") takes with respect to any or ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you ("“Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's 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 (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and Options, including, but not limited to, the Dividend Equivalent RSUsgrant, including the grant vesting or exercise of the Performance RSUs and crediting of the Dividend Equivalent RSUsOptions, 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 Shares acquired pursuant to such exercise and the receipt of any shares acquired at settlementdividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Options to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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. Prior to the issuance of shares pursuant any relevant taxable or tax withholding event, as applicable, you agree to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a) withholding from the Grantee's your wages or other cash compensation payable paid to you by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the Options either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent). 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. If the maximum rate is used, any over-withheld amount will be refunded to you in cash by the Company or Employer (with no entitlement to the Grantee by Share equivalent) or if not refunded, you may seek a refund from the local tax authorities. Finally, you agree to pay to the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee fails you fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company or the Grantee's ’s actual employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's ’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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 ’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 ’s wages or other cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 ’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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's ’s obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.

Tax Withholding. Regardless of any action the Company Company, or the Grantee's actual if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's 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 Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends 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 Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to tax in more than one jurisdiction between the issuance Award Date and the date of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee shall payas applicable, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net share issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretion, and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 15 of the Performance RSUs and/or Plan; provided, however, that if Awardee is a Section 16 officer of the Dividend Equivalent RSUs Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method creates adverse results 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 method (i) or (ii) above, or a combination thereof. 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 necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not 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 a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Colleague acknowledges that, regardless of any action taken by the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Items, is and remains the Grantee's Colleague’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Colleague further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation 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 Colleague’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Colleague is subject to Tax-Related Items in more than one jurisdiction, the Colleague 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Colleague agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Colleague authorizes the Company and/or the Employer, or their respective agents, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by withholding in Shares to be issued upon settlement of the RSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Grantee Colleague’s acceptance of the RSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Grantee's Colleague’s wages or other cash compensation amounts payable to the Grantee by Colleague from the Company or the Employer. Alternatively, or in addition, if permissible under local law, (ii) sell on the Colleague’s behalf a whole number of Shares from those Shares issued to the Colleague as the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock determines to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items, or (iii) utilize any other method of withholding determined by the Company and permitted by applicable laws and the Plan. The Company may withhold or payment on account obligationfor Tax-Related Items by considering statutory withholding rates or other withholding rates, and/or including minimum or maximum applicable rates applicable in the Colleague’s jurisdiction(s). In the event of over-withholding, the Colleague may receive a refund of any over-withheld amount in cash (ii) withhold with no entitlement to the Share equivalent), or if not refunded, the Colleague may seek a refund from the shares local tax authorities. In the event of under-withholding, the Colleague may be required to be delivered upon settlement of pay any additional Tax-Related Items directly to the Performance RSUs applicable tax authority or to the Company and/or the Dividend Equivalent RSUs Employer. If the amount obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Colleague is deemed to have been issued the full number of shares necessary Shares subject to satisfy the minimum withholding amount (or such other rate vested RSUs, notwithstanding that will not result in a negative accounting impact)number of Shares are held back solely for the purpose of paying the Tax-Related Items. The Grantee shall Finally, the Colleague agrees to pay to the Company or to 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 the Grantee's receipt of this award, Colleague’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Colleague fails to comply with the Grantee's obligation Colleague’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company Corporation or the Grantee's actual employer (the "Employer") takes your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee you is and remains the Grantee's your responsibility and that the Company and/or the Corporation and your Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 of Common Stock acquired at settlement; pursuant to the RSUs and the receipt of any dividends or dividend equivalents, and (iib) 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 your liability for Tax-Related Items. Prior Further, if you are or become subject to taxation in more than one country, you acknowledge that the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to Corporation and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one country. Prior to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale delivery of shares of Common Stock upon the vesting of your RSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be issued on withheld with respect to the settlement shares of Common Stock. The cash equivalent of the Performance RSUs 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 Dividend Equivalent RSUs to satisfy event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or payment on account obligationthrough your regular salary and/or wages or other amounts payable to you by your Employer, and/or no shares of Common Stock will be issued to you (iior your estate) withhold from the shares to be delivered upon settlement vesting of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay unless and until satisfactory arrangements have been made by you with respect to the Company or to the Employer payment of any amount of Tax-Related Items that the Company Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such RSUs. By accepting this grant of RSUs, you expressly consent to the withholding 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 RSUs 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 (with no entitlement to the equivalent in Common Stock). In the event of under-withholding, you may be required to withhold as 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 subject to the vested RSUs, notwithstanding that a result number of the Grantee's receipt shares of this award, Common Stock are held back solely for the vesting purpose 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with paying the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company or the Grantee's actual ’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)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 ’s responsibility and that the Company and/or the Employer (i) make no representations or nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsthis grant of an Award, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUs, the vesting of the Performance RSUs and Dividend Equivalent RSUsAward, the settlement subsequent delivery of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares acquired at settlement; and cash payment and/or (ii) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs this grant of an Award to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. The Grantee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of an Award 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 and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to deliver the Award payment if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUstaxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable by the Grantee by (1) withholding from the Award payment in cash and/or (2) withholding from the Grantee's ’s wages or other cash compensation payable to the Grantee paid by the Company or the and/or Employer. Alternatively, Grantee acknowledges and understands that Grantee should consult a tax adviser regarding Grantee’s tax obligations prior to such settlement or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeiteddisposition.

Tax Withholding. Regardless To the extent that the receipt, vesting or settlement of any action this Award results in compensation income or wages to the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including Participant for federal, state and state, local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items")and/or foreign tax purposes, the Grantee acknowledges 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) Participant shall make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Grantee shall pay, or make adequate arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents or, if permitted by the Committee in its sole discretion, Stock (including previously owned Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Stock, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the Employer (in their sole discretion) aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to satisfy all withholding and payment on account obligations this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the Company and/or Employerunderlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. In this regardThe Participant represents that the Participant is in no manner relying on the Board, 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 permissible under local lawCommittee, the Company or the Employer mayany of its Affiliates or any of their respective managers, in their sole discretiondirectors, officers, employees or authorized representatives (iincluding, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) sell for tax advice or arrange for the sale an assessment 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedtax consequences.

Tax Withholding. Regardless of any action the Company Company, or the Grantee's actual if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's 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 Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends 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 Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to tax in more than one jurisdiction between the issuance Award Date and the date of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee shall payas applicable, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretion, and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 15 of the Performance RSUs and/or Plan; provided, however, that if Awardee is a Section 16 officer of the Dividend Equivalent RSUs Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, 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 method (i) or (ii) above, or a combination thereof. 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 necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not 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 a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Executive acknowledges that, regardless of any action taken by the Company or or, if different, the Grantee's actual Executive’s employer (the "“Employer") takes with respect to any or ”), the ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Executive’s participation in the Plan and legally applicable to the Executive ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's Executive’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Executive further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent MTE RSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent MTE RSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent MTE RSUs to reduce or eliminate the Grantee's Executive’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Executive is subject to Tax-Related Items in more than one jurisdiction, the Executive 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Executive agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Executive authorizes the Company or the Employer its agent to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (i) withholding from the Grantee's Executive’s wages or other cash compensation payable paid to the Grantee Executive by the Company or and/or the Employer. Alternatively, ; or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (iii) sell or arrange for withholding from proceeds of the 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 (ii) withhold from the shares to be delivered Shares acquired upon settlement of the Performance MTE RSUs and/or either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent Company (on the Executive’s behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the MTE RSUs. Further, notwithstanding anything herein to the contrary, the Company may cause a portion of the MTE RSUs to vest prior to the amount applicable date set forth in Sections 2 or 3 of shares this Agreement in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the MTE RSUs; provided that to the extent necessary to satisfy avoid a prohibited distribution under Section 409A of the minimum withholding amount (or Code, the number of MTE RSUs so accelerated and settled shall be with respect to a number of Shares with a value that does not exceed the liability for such other rate that Tax-Related Items. Notwithstanding the foregoing, if the Executive is an officer subject to Section 16 of the Exchange Act, the Company will not result withhold in Shares upon the relevant taxable or tax withholding event other than where U.S. federal tax withholding is required upon lapse of the forfeiture restrictions pursuant to Sections 3(b), (d) or 3(e) of this Agreement, or if otherwise approved in advance by the Committee or the Board. 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 negative accounting impact)refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. The Grantee shall 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 vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Executive agrees to pay to the Company or to 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 the Grantee's receipt of this award, Executive’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Executive fails to comply with the Grantee's obligation Executive’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Whenever a Period of Restriction applicable to the Recipient’s rights to some or all of the Restricted Stock lapses as provided in Section 4, 6, or 8 of this Agreement, the Company or its agent shall notify the Recipient of the related amount of tax that must be withheld under applicable tax laws. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit that correspond 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 Restricted Stock that vests in accordance with this award of Performance RSUsAgreement, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs acquire to satisfy the withholding or payment on account obligationobligation for Tax and/or withhold any Common Stock. Finally, and/or (ii) withhold from the shares Recipient agrees to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or or, if different, the Grantee's actual employer (Employer, the "Employer") takes with respect to any or ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you ("“Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's 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 (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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. Prior to the issuance of shares pursuant any relevant taxable or tax withholding event, as applicable, you agree to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (a) withholding from the Grantee's your wages or other cash compensation payable paid to you by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or (c) withholding in Shares to be issued upon settlement of the Restricted Stock Units. 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. If the maximum rate is used, any over-withheld amount will be refunded to you in cash by the Company or Employer (with no entitlement to the Grantee Share equivalent) or if not refunded, you may seek a refund from the local tax authorities. 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 subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee fails you fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described hereinItems. If Notwithstanding anything in this Section 17 to the Grantee fails contrary, to pay avoid a prohibited acceleration under Section 409A of the Code, if Shares subject to the Restricted Stock Units will be withheld (or make satisfactory arrangements sold on your behalf) to satisfy all withholding and payment on account obligations by any Tax Related Items arising prior to the Settlement Datedate of settlement of the Restricted Stock Units for any portion of the Restricted Stock Units that is considered nonqualified deferred compensation subject to Section 409A of the Code, then the Performance RSUs and number of Shares withheld (or sold on your behalf) shall not exceed the Dividend Equivalent RSUs shall be forfeitednumber of Shares that equals the liability for Tax-Related Items.

Tax Withholding. Regardless of any action the Company Corporation or the Grantee's actual employer (the "Employer") takes your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee you is and remains the Grantee's your responsibility and that the Company and/or the Corporation and your Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 of Common Stock acquired at settlement; pursuant to the RSUs and the receipt of any dividends or dividend equivalents, and (iib) 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 your liability for Tax-Related Items. Prior Further, if you are or become subject to taxation in more than one country, you acknowledge that the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to Corporation and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one country. Prior to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale delivery of shares of Common Stock upon the vesting of your RSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be issued on withheld with respect to the settlement shares of Common Stock. In cases where the Fair Market Value of the Performance RSUs 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 Dividend Equivalent RSUs to satisfy event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or payment on account obligationthrough your regular salary and/or wages or other amounts payable to you by your Employer, and/or no shares of Common Stock will be issued to you (iior your estate) withhold from the shares to be delivered upon settlement vesting of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay unless and until satisfactory arrangements have been made by you with respect to the Company or to the Employer payment of any amount of Tax-Related Items that the Company Corporation or your Employer determines, in its sole discretion, must be withheld or collected with respect to such RSUs. By accepting this grant of RSUs, you expressly consent to the withholding 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 RSUs 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 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 required deemed to withhold as have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a result number of the Grantee's receipt shares of this award, Common Stock are held back solely for the vesting purpose 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with paying the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company Company, or the Grantee's actual if different, Awardee’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to Awardee’s participation in the Plan and legally applicable to Awardee ("“Tax-Related Items"”), the Grantee Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's his 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 Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, and the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of Stock and the receipt of any shares acquired at settlementdividends 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 Performance RSUs and Dividend Equivalent RSUs Restricted Stock Units to reduce or eliminate the Grantee's Awardee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if Awardee has become subject to tax in more than one jurisdiction between the issuance Award Date and the date of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee shall payas applicable, or make adequate arrangements satisfactory to Awardee acknowledges that the Company or to and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one jurisdiction. Awardee’s Tax-Related Items subject to the Grantee a withholding obligation by the Company or and/or the EmployerEmployer shall be satisfied through a net share issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the Tax-Related Items due. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, may decide in their sole discretion, and absolute discretion to satisfy Awardee’s obligation for Tax-Related Items by one or a combination of the following: (i) sell or arrange for withholding from proceeds of the sale of shares of Common Stock to be issued on the acquired upon vesting/settlement of the Performance RSUs and/or Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on Awardee’s behalf pursuant to satisfy the withholding this authorization); or payment on account obligation, and/or (ii) withhold from the shares to be delivered upon settlement in any other way set forth in Section 15 of the Performance RSUs and/or Plan; provided, however, that if Awardee is a Section 16 officer of the Dividend Equivalent RSUs Company under the Exchange Act, then the Company will satisfy any withholding obligation only through a net share issuance of shares, unless the use of such withholding method creates adverse results 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 method (i) or (ii) above, or a combination thereof. 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 necessary of Stock subject to satisfy the minimum withholding amount (or such other rate vested Restricted Stock Units, notwithstanding that will not 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 a negative accounting impact)the Plan. The Grantee Finally, Awardee shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Stock or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Stock, if the Grantee Awardee fails to comply with the Grantee's obligation Awardee’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company or the Grantee's actual employer (the "Employer") Rockstar takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding applicable to the Restricted Units ("“Tax-Related Items"”), the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Participant is and remains the Grantee's Participant’s responsibility and that the Company and/or the Employer and Rockstar (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsRestricted Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsRestricted Units, the vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Units, the settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Units, and the subsequent sale of any shares Shares acquired at settlementpursuant to the Restricted Units and the receipt of any dividend equivalents; and (iib) do does not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Restricted Units to reduce or eliminate the Grantee's Participant’s liability for Tax-Related Items. Prior Further, if the Participant becomes subject to taxation in more than one country between the issuance date of shares pursuant to this award grant and the date of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or make adequate arrangements satisfactory to Participant acknowledges that the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer Rockstar may be required to withhold all applicable or account for Tax-Related Items legally payable by in more than one country. If the Grantee from Participant’s country of residence (and/or the Grantee's wages country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a portion of any cash proceeds (where the Restricted Units are settled in cash) or other cash compensation payable a portion of the Shares (where the Restricted Units are settled in Shares) otherwise issuable upon vesting that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the Grantee grant of the Restricted Units. If the obligation for Tax-Related Items is satisfied by withholding a portion of any cash proceeds (where the Restricted Units are settled in cash) or by withholding Shares (where the Restricted Units are settled in Shares), for tax purposes, the Participant shall be deemed to have been issued the gross amount of the cash payment or the full number of Shares, notwithstanding that a portion of any cash proceeds or a number of the Shares are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due. In addition, the Company or and/or Rockstar may, on behalf of the EmployerParticipant, sell a sufficient number of whole Shares issued upon vesting of the Restricted Units having an aggregate Fair Market Value that would satisfy the withholding amount (where the Restricted Units are settled in Shares). Alternatively, or in addition, if permissible under local law, the Company or the Employer and/or Rockstar may, in their discretion, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary or other amounts payable to the Participant, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. Notwithstanding the above, if the Participant has entered into in a 10b5-1 trading plan, withholding of the Tax-Related Items may be satisfied as provided for under such 10b5-1 trading plan. In the event the withholding requirements are not satisfied, no cash payment will be made (where the Restricted Units are settled in cash) or no Shares will be released (where the Restricted Units are settled in Shares) to the Participant (or the Participant’s estate) upon vesting of the Restricted Units unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the Restricted Units, (i) sell or arrange for the sale Participant expressly consents to the methods of shares withholding as provided hereunder and/or any other methods of Common Stock withholding that the Company and/or Rockstar may decide to use and are permitted under the Agreement to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All other Tax-Related Items related to the Restricted Units shall be issued on the settlement sole responsibility of the Performance RSUs and/or Participant. To the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to extent the Company or to the Employer and/or Rockstar pay any amount of Tax-Related Items that are the Participant’s responsibility (“Advanced Tax Payments”), the Company or and/or Rockstar shall be entitled to recover such Advanced Tax Payments from the Employer Participant in any and all manner that the Company and/or Rockstar determine appropriate in their 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 required otherwise owed 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 Participant by the means previously described. The Company may refuse to deliver shares and/or Rockstar (including regular salary/wages, bonuses, incentive payments and Shares acquired by the Participant pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations any equity compensation plan that are otherwise held by the Settlement Date, then Company for the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedParticipant’s benefit).

Tax Withholding. Regardless Optionee acknowledges that, regardless of any action taken by the Company or Partnership Group, the Grantee's actual employer (the "Employer") takes with respect to any or ultimate liability for all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding 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 Grantee Partnership Group. Optionee further acknowledges 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 Partnership Group (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsOptions, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsOptions, the vesting of the Performance RSUs and Dividend Equivalent RSUsOptions, the settlement exercise of the Performance RSUs and Dividend Equivalent RSUsOptions, and the subsequent sale of any shares Units acquired at settlementpursuant to the Options and the receipt of any dividends; and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Options to reduce or eliminate the Grantee's Optionee’s liability for Tax-Related Items. Further, if Optionee becomes subject to taxation in more than one country, Optionee acknowledges that the Partnership Group may be required to withhold or account for Tax-Related Items in more than one country. Prior to the issuance delivery of shares pursuant 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 this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) Partnership Group to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes General Partner may either (i) require that Optionee pay to the Company Partnership or the Employer Service Recipient, in cash, check and/or cash equivalent, the amount necessary to withhold all applicable pay the 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock required to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding withheld or payment on account obligation, and/or (ii) withhold from a sufficient number of whole Units otherwise issuable upon exercise of the shares Options that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be delivered upon settlement withheld with respect to the Units. Alternatively, the 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 Optionee’s regular salary and/or wages, or other amounts payable to Optionee or (ii) provide for another method of withholding permitted by applicable law. Depending on the withholding method, the Partnership Group may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other 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 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 in 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 Performance RSUs and/or Units are held back solely for the Dividend Equivalent RSUs purpose of paying the amount of shares necessary Tax-Related Items. In the event the withholding requirements are not satisfied by the method determined by the General Partner, no Units will be issued to satisfy the minimum withholding amount Optionee (or such other rate that will not result in a negative accounting impact). The Grantee shall pay Optionee’s estate) upon exercise of the Options unless and until satisfactory arrangements (as determined by the General Partner) have been made by Optionee with respect to the Company or to the Employer payment of any amount of Tax-Related Items that the Company General Partner determines, in its sole discretion, must be withheld or collected with respect to such Options. By accepting the Employer may be required Options, Optionee expressly consents to withhold as a result the withholding of the Grantee's receipt Units and/or withholding from Optionee’s regular salary and/or wages or other amounts payable to Optionee and/or any other method 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 withholding determined by the means previously describedGeneral Partner and permitted under applicable law as provided for hereunder. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the All other Tax-Related Items as described hereinrelated to the Options and any Units delivered in payment thereof are Optionee’s sole responsibility. If In the Grantee fails event the withholding requirements are not satisfied by the method determined by the Company, no Units will be issued to pay Participant (or make Participant’s estate) upon exercise of the Options unless and until satisfactory arrangements to satisfy all withholding and payment on account obligations (as determined by the Settlement DateGeneral Partner) have been made by Optionee with respect to the payment of any Tax-Related Items that the General Partner determines, then in its sole discretion, must be withheld or collected with respect to such Options. By accepting the Performance RSUs 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 Dividend Equivalent RSUs shall be forfeitedOptions and any Units delivered in payment thereof are Optionee’s sole responsibility.

Tax Withholding. Regardless of any action the Company or the Grantee's actual ’s employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes)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 ’s responsibility and that the Company and/or the Employer (i) make no representations or nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this grant of a Performance RSUs and the Dividend Equivalent RSUsAward, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUs, the vesting of the Performance RSUs and Dividend Equivalent RSUsAward, the settlement subsequent delivery of the [Shares related to such Performance RSUs and Dividend Equivalent RSUs, and Award or the subsequent sale of any shares Shares acquired at settlement; pursuant to such Performance Award]/[cash payment] and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of a Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate the Grantee's ’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 ’s participation in the Plan or receipt of this award, the vesting of the a Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Award that cannot be satisfied by the means previously describeddescribed below. Further, if the Grantee is subject to tax in more than one jurisdiction, the Grantee acknowledges that the Company and/or Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Award payment if the Grantee fails to comply with the Grantee's obligation ’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond 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 Restricted Stock that vests in accordance with this award of Performance RSUsAgreement, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the 7.1 You acknowledge and agree that Company may refuse to issue or deliver Shares or the Grantee's actual employer proceeds of the sale of Shares to you until satisfactory arrangements (as determined by the "Employer"Company) takes with respect to any or all income tax (including federalhave been made for the payment of income, state and local taxes), social insuranceemployment, payroll tax, fringe benefit tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you, including in connection with the vesting and settlement of the Performance Units, the subsequent sale of Shares acquired upon settlement of the Performance Units [and the receipt of any Dividend Equivalents] ("“Tax-Related Items"”) that the Company determines must be withheld. 7.2 The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds of the sale of Shares acquired upon the settlement of the Performance Units through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Grantee acknowledges Company or your employer (the “Employer”), and/or (iv) reducing the number of Shares otherwise deliverable to you. The Company will have discretion to determine the method of satisfying Tax-Related Items consistent with its current policy. In this regard, you authorize 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 aforementioned withholding methods. 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 with no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities. 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 subject to the vested Performance Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. 7.3 Regardless of any action of the Company, you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or and the Employer (ix) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 settlementUnits; and (iiy) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Units to reduce or eliminate the Grantee's your liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, Items or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer achieve 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedparticular tax result.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or or, if different, the Grantee's actual employer Affiliate that employs you (the "“Employer") takes with respect to any or ”), the ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsPSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsPSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends or dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs PSUs to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the date of grant 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. Prior to the issuance of shares pursuant relevant taxable or tax withholding event, as applicable, you agree to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (i) withholding from the Grantee's your wages or other cash compensation payable paid to the Grantee you by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, ; (ii) withholding from the Company or the Employer may, in their sole discretion, (i) sell or arrange for proceeds of the sale of shares of Common Stock to be issued on the settlement Shares acquired upon vesting of the Performance RSUs and/or PSUs either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on your behalf pursuant to satisfy the this authorization without further consent); (iii) withholding or payment on account obligation, and/or (ii) withhold from the shares Shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs PSUs that number of Shares having a Fair Market Value equal to the amount required by law to be withheld; or (iv) permitting you to tender back to the Company a number of shares necessary Shares delivered upon settlement of the PSUs or Shares previously owned by you having a Fair Market Value equal to satisfy the minimum amount required by law to be withheld. For purposes of the foregoing, no fractional Share will be withheld or issued pursuant to the grant of the PSUs and the issuance of Shares hereunder. Notwithstanding the foregoing, if you are a Section 16 Participant, your withholding obligations shall be satisfied as described in clause (iii) above, unless the Committee approves another form of payment for such Tax-Related Items. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company in good faith and in its sold discretion) or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount (or such other rate from the relevant taxing authority in cash and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from the Shares to be delivered upon vesting of the PSUs, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that will not result in a negative accounting impact)number of Shares are held back solely for the purpose of paying the Tax-Related Items. The Grantee shall You agree to pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant Shares or proceeds from the sale of Shares until arrangements satisfactory to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation Administrator have been made in connection with the Tax-Related Items as described hereinItems. If the Grantee fails You will have no further rights with respect to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations any Shares that are retained by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedCompany pursuant to this provision.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or or, if different, your employer, the Grantee's actual employer (the "Employer") takes with respect to ultimate liability for any or all income tax (including federal, state and local taxes)tax, social insuranceinsurance contributions, payroll tax, payment on account tax or other tax-related withholding items related to your participation in the Plan and legally applicable to you ("“Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's your responsibility and may exceed the amount withheld by the Company or your employer. You further acknowledge that the Company and/or the Employer your employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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; Award and (ii2) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if you are subject to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable 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 your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. You agree that the Company may satisfy such withholding by any or a combination of the Grantee from the Grantee's wages following methods: (i) by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other cash compensation otherwise payable to the Grantee you; (iii) by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale withholding a number of shares of Common Stock to be issued on the settlement issuable in respect of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in Award having a negative accounting impact). The Grantee shall pay fair market value equal to the Company or to the Employer any amount of Tax-Related Items that the Company determines it or your employer is required to withhold; and/or (iv) arranging for the Employer may be Company’s designated broker (if any, or any broker acceptable to the Company) to sell shares on the Vesting Date having a fair market value equal to the amount of Tax-Related Items that the Company determines it is required to withhold as (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 subject to the vested Award, notwithstanding that a result number of the Grantee's receipt shares are held back solely for the purpose of this award, paying the vesting of Tax-Related Items. If the Performance RSUs and the Dividend Equivalent RSUs, Tax-Related Items are not satisfied for any reason or the settlement of the Performance RSUs and the Dividend Equivalent RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails you otherwise fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If in this section, the Grantee fails Company may refuse to pay or make satisfactory arrangements deliver the shares pursuant to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedthis Award.

Tax Withholding. Regardless To meet the obligations of any action the Company or the Grantee's actual employer (the "Employer") takes with respect to any or and all income tax tax, (including federal, state and local taxes), social insuranceinsurance contributions, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) under any applicable domestic or foreign, the Grantee acknowledges 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 federal, state or undertakings regarding the treatment of any Tax-Related Items local statute, ordinance, rule, or regulation in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsRestricted Stock Units, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsRestricted Stock Units, the vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units, the settlement conversion of the Performance RSUs and Dividend Equivalent RSUsRestricted Stock Units into shares or the receipt of an equivalent cash payment, and the subsequent sale of any shares acquired at settlement; vesting and the receipt of any dividends, the Committee shall require that the Company withhold a number of whole shares of Company Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (iior such higher amount as is allowable without adverse accounting consequences) do not commit to structure the terms of the grant or Participant’s estimated total obligation for Tax-Related Items associated with any aspect of the Performance RSUs and Dividend Equivalent RSUs to reduce Restricted Stock Units. The Company may also in lieu of or eliminate the Grantee's liability for Tax-Related Items. Prior in addition to the issuance of shares pursuant to this award of Performance RSUsforegoing, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 permissible under local law, the Company or the Employer may, in their at its sole discretion, (i) 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 of Common Stock to be issued on the settlement vesting of the Performance RSUs and/or the Dividend Equivalent RSUs Restricted Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold from Participant’s and the shares to be delivered upon settlement of Company’s obligation for Tax-Related Items. If the Performance RSUs Participant’s and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to the Employer any amount of 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 or the Employer may be required sell more shares than necessary 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with cover the Tax-Related Items as described hereinItems. If The Company shall not deliver any of the Grantee fails shares of Company Stock until and unless the Participant has made the deposit required herein or proper provision for required withholding has been made. The Participant hereby consents to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations any action reasonably taken by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.Company to meet his or her obligation for Tax-Related Items

Tax Withholding. Regardless As a condition to the settlement of any action the Company or Award, the Grantee's actual employer (the "Employer") takes with respect Grantee agrees to any or make adequate provision for all income tax (including federal, state and local taxes)tax, social insurance, social contribution, payroll tax, fringe benefits tax, payment on account account, or other tax-related withholding 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 Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's ’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 Employer Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsAward, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the vesting of the Performance RSUs and Dividend Equivalent RSUsgrant, the vesting, or settlement of the Performance RSUs and Dividend Equivalent RSUs, and Award; the subsequent sale of Shares acquired pursuant to such settlement; and the receipt of any shares acquired at settlementdividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate the Grantee's ’s liability for Tax-Related ItemsItems 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 issuance of shares pursuant to this award of Performance RSUsrelevant taxable or tax withholding event, as applicable, the Grantee shall pay, or agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) Service Recipient to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-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 Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by (to the maximum extent permitted by applicable law): (i) requiring a cash payment paid by the Grantee Grantee; (ii) withholding from the Grantee's ’s wages or other cash compensation payable paid to the Grantee by the Company or and/or any affiliate of the EmployerCompany; (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. Alternatively, or in addition, if permissible under local lawDepending on the withholding method, the Company may withhold or the Employer mayaccount for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in their sole discretionwhich 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, (i) sell or arrange 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 sale purpose of shares of Common Stock paying the Tax-Related Items. Finally, the Grantee agrees 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the Company or to and/or the Employer Service Recipient any amount of Tax-Related Items that the Company or and/or the Employer Service Recipient may be required to withhold or account for as a result of the Grantee's receipt of this award, ’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee fails to comply with the Grantee's obligation ’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless You acknowledge that, regardless of any action taken by the Company or Company, the Grantee's actual employer (the "Employer") takes with respect to ultimate liability for any or all income tax (including federal, state and local taxes)tax, social insuranceinsurance contributions, payroll tax, payment on account tax or other tax-related withholding items related to your participation in the Plan and legally applicable to you ("“Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee ”) is and remains the Grantee's your responsibility and may exceed the amount, if any, withheld by the Company. You further acknowledge that the Company and/or the Employer (i1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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; Award and (ii2) do does not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate the Grantee's your liability for Tax-Related ItemsItems or achieve any particular tax result. Prior Further, if you are subject to Tax-Related Items in more than one jurisdiction between the issuance Grant Date and the date of shares pursuant any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or one of its foreign Subsidiaries or Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdiction. As a condition of this award of Performance RSUsAward, the Grantee shall pay, you agree to pay or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations obligations, if any, of the Company and/or Employerby the applicable due date. In this regard, the Grantee authorizes If the Company or the Employer determines to withhold all applicable Tax-Related Items legally payable taxes, you agree that the Company may satisfy such withholding by any or a combination of the Grantee from the Grantee's wages following methods: (i) by requiring you to pay such amount in cash or check; (ii) by deducting such amount out of any other cash compensation otherwise payable to the Grantee you; (iii) by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale withholding a number of shares of Common Stock to be issued on the settlement issuable in respect of the Performance RSUs and/or the Dividend Equivalent RSUs to satisfy the withholding or payment on account obligation, and/or (ii) withhold from the shares to 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 rate that will not result in Award having a negative accounting impact). The Grantee shall pay fair market value equal to the Company or to the Employer any amount of Tax-Related Items that the Company determines it is required to withhold; and/or (iv) arranging for the Company’s designated broker (if any, or any broker acceptable to the Employer may be Company) to sell shares having a fair market value equal to the amount of Tax-Related Items that the Company determines it is required to withhold as (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 subject to the vested Award, notwithstanding that a result number of the Grantee's receipt shares are held back solely for the purpose of this award, paying the vesting of Tax-Related Items. If the Performance RSUs and the Dividend Equivalent RSUs, Tax-Related Items are not satisfied for any reason or the settlement of the Performance RSUs and the Dividend Equivalent RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails you otherwise fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If in this section, the Grantee fails Company may refuse to pay or make satisfactory arrangements deliver the shares pursuant to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedthis Award.

Tax Withholding. Regardless 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 payment of the RSUs subject to your Award will be satisfied as follows: • The Company will determine the amount of any action federal, state, local or other income, employment, or other taxes which the Company or the Grantee's actual employer (the "Employer") takes any of its subsidiaries may be obligated to withhold with respect to any or all income tax the delivery of Shares in payment of your RSUs that become vested (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related such withholding ("Tax-Related Items")obligations, the Grantee acknowledges that “Withholding Obligation”). • You hereby irrevocably instruct the ultimate liability for all TaxCompany (and any third-Related Items legally due party broker designated by the Grantee is Company) to sell in one or more transactions on the open market, for and remains on your behalf, from the Grantee's responsibility 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 that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items brokerage fees and commissions arising in connection with any aspect such sale (rounded up to the nearest whole share). Such sale shall occur in connection with the delivery of the Performance RSUs and the Dividend Equivalent RSUs, including the grant Shares in payment of the Performance vested RSUs and crediting subject to your Award. The proceeds of the Dividend Equivalent RSUssuch sale, 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 in an amount equal to the issuance of shares pursuant to this award of Performance RSUsWithholding Obligation, the Grantee shall pay, or make adequate arrangements satisfactory be promptly remitted to the Company or to the Employer (in their sole discretion) to satisfy all withholding the Withholding Obligation. Any brokerage fees and payment 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 account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable your behalf will be conducted through a broker designated by the Grantee from the Grantee's wages or Company. You agree to execute any and all such other cash compensation payable to the Grantee documents as may be requested by the Company or the Employer. Alternativelysuch broker, or in addition, if permissible under local law, the Company or the Employer mayas applicable, in their sole discretion, (i) sell or arrange for order to implement and consummate the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact)transactions contemplated by this letter agreement. The Grantee shall pay to the 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails You agree to comply with any administrative rules and procedures established by the Grantee's obligation Company with respect to such transactions. • For clarity, should any tax withholding event arise in connection with the Tax-Related Items as described herein. If Award other than in connection with the Grantee fails delivery of Shares in payment of vested RSUs subject to pay or make satisfactory arrangements the Award, you remain obligated to satisfy all such tax withholding and payment on account obligations by in accordance with the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedPlan.

Tax Withholding. Regardless of any action the Company Corporation or the Grantee's actual employer (the "Employer") takes your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee you is and remains the Grantee's your responsibility and that the Company and/or the Corporation and your Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsPSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsPSUs, the vesting of the Performance RSUs and Dividend Equivalent RSUsPSUs, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares of Common Stock acquired at settlement; pursuant to the PSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs PSUs to reduce or eliminate the Grantee's your liability for Tax-Related Items. Prior Further, if you are or become subject to taxation in more than one country you acknowledge that the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to Corporation and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one country. Prior to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale delivery of shares of Common Stock upon the vesting of your PSUs, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Corporation shall be authorized to withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the PSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be issued on withheld with respect to the settlement shares of Common Stock. The cash equivalent of the Performance RSUs 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 Dividend Equivalent RSUs to satisfy event the withholding requirements are not satisfied through the withholding of shares of Common Stock by the Corporation or payment on account obligationthrough your regular salary and/or wages or other amounts payable to you by your Employer, and/or no shares of Common Stock will be issued to you (iior your estate) withhold from the shares to be delivered upon settlement vesting of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay PSUs unless and until satisfactory arrangements have been made by you with respect to the Company or to the Employer payment of any amount of Tax-Related Items that the Company 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 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 (with no entitlement to the equivalent in Common Stock). In the event of under-withholding, you may be required to withhold as 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 subject to the vested PSUs, notwithstanding that a result number of the Grantee's receipt shares of this award, Common Stock are held back solely for the vesting purpose 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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's obligation in connection with paying the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Colleague acknowledges that, regardless of any action taken by the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges that Employer the ultimate liability for all Tax-Related Items legally due by the Grantee Items, is and remains the Grantee's Colleague’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Colleague further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsPRSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsPRSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs PRSUs to reduce or eliminate the Grantee's Colleague’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Colleague is subject to Tax-Related Items in more than one jurisdiction, the Colleague 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. Prior to the issuance of shares pursuant any relevant taxable or tax withholding event, as applicable, Colleague agrees to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Colleague authorizes the Company and/or the Employer, or their respective agents, to satisfy the Employer obligations with regard 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 withholding in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock Shares 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or PRSUs. Depending on the Dividend Equivalent RSUs 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 Colleague 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 Colleague is deemed to have been issued the full number of shares necessary Shares subject to satisfy the minimum withholding amount (or such other rate vested PRSUs, notwithstanding that will not result in a negative accounting impact)number of Shares are held back solely for the purpose of paying the Tax-Related Items. The Grantee shall Finally, the Colleague agrees to pay to the Company or to 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 the Grantee's receipt of this award, Colleague’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Colleague fails to comply with the Grantee's obligation Colleague’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Participant acknowledges that, regardless of any action taken by the Company or or, if different, the GranteeParticipant's actual employer (the "“Employer") takes with respect to any or ”), the ultimate liability for all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the GranteeParticipant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent Special PBS RSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent Special PBS RSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent Special PBS RSUs to reduce or eliminate the GranteeParticipant's liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant 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. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, as applicable, the Grantee shall pay, or Participant agrees to make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Participant authorizes the Company or the Employer its agent to withhold satisfy any applicable withholding obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (i) withholding from the GranteeParticipant's wages or other cash compensation payable paid to the Grantee Participant by the Company or and/or the Employer. Alternatively, ; or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (iii) sell or arrange for withholding from proceeds of the 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 (ii) withhold from the shares to be delivered Shares acquired upon settlement of the Performance Special PBS RSUs and/or either through a voluntary sale or through a mandatory sale arranged by the Dividend Equivalent RSUs Company (on the Participant's behalf pursuant to this authorization without further consent); or (iii) withholding in Shares to be issued upon settlement of the Special PBS RSUs. Notwithstanding the foregoing, if the Participant is an officer subject to Section 16 of the Exchange Act, the Company will withhold in Shares only upon advance approval by the Committee or the Board. 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 Participant may 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 Participant is deemed to have been issued the full number of shares necessary Shares subject to satisfy the minimum withholding amount (or such other rate vested Grant, notwithstanding that will not result in a negative accounting impact)number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Grantee shall Finally, the Participant agrees to pay to the Company or to 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 the GranteeParticipant's receipt of this award, participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Participant fails to comply with the GranteeParticipant's obligation obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company Corporation or the Grantee's actual employer (the "Employer") takes your Employer take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee you is and remains the Grantee's your responsibility and that the Company and/or the Corporation and your Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsPSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsPSUs, the vesting of the Performance RSUs and Dividend Equivalent RSUsPSUs, the settlement of the Performance RSUs and Dividend Equivalent RSUs, and the subsequent sale of any shares of Common Stock acquired at settlement; pursuant to the PSUs and the receipt of any dividends or dividend equivalents (including any PSUs resulting from dividend equivalents), and (iib) do not commit to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs PSUs to reduce or eliminate the Grantee's your liability for Tax-Related Items. Prior Further, if you are or become subject to taxation in more than one country you acknowledge that the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to Corporation and/or the Employer (in their sole discretionor former employer, as applicable) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regard, the Grantee authorizes the Company or the Employer may be required to withhold all applicable or account for Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation payable in more than one country. Prior to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale delivery of shares of Common Stock to be issued on upon the settlement vesting of the Performance RSUs your PSUs, if your country of residence (and/or the Dividend Equivalent RSUs to satisfy the country of employment, if different) requires withholding or payment on account obligationof Tax-Related Items, and/or (ii) the Corporation shall be authorized to withhold from a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of the 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. 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 delivered 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 settlement vesting of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact). The Grantee shall pay PSUs unless and until satisfactory arrangements have been made by you with respect to the Company or to the Employer payment of any amount of Tax-Related Items that the Company Corporation or the your Employer may determines, in its sole discretion, must be required withheld or collected with respect to withhold as a result such PSUs. By accepting this grant of the Grantee's receipt of this awardPSUs, 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 means previously described. The Company may refuse to deliver shares pursuant you expressly consent to the Performance RSUs and the Dividend Equivalent RSUs withholding 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 Grantee if PSUs and any shares of Common Stock delivered in payment thereof are your sole responsibility. Without limiting the Grantee fails Corporation’s or your Employer’s authority to comply with the Grantee's obligation in connection with the satisfy their withholding obligations for Tax-Related Items as described 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 (with no entitlement to the 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 Grantee fails to pay or make satisfactory arrangements to satisfy all obligation for Tax-Related Items is satisfied by withholding and payment on account obligations by the Settlement Datein shares of Common Stock, then the Performance RSUs and the Dividend Equivalent RSUs you shall be forfeiteddeemed to have been issued the full number of shares of Common Stock subject to the vested PSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Tax Withholding. Regardless of any action the Company or the Grantee's ’s actual employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items"”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's ’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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 ’s liability for Tax-Related Items. Prior to the issuance of shares pursuant to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company 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 ’s wages or other cash compensation payable to the Grantee by the Company or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 ’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 means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Dividened Equivalent RSUs to the Grantee if the Grantee fails to comply with the Grantee's ’s obligation in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeited.

Tax Withholding. Regardless of any action the Company or the Grantee's actual an Affiliate which is your employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes), social insurancetax, payroll tax, payment on account or other tax-related withholding 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"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's 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 Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsAward, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsgrant, the vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Share Rights, and the issuance of shares of Common Stock upon settlement of the Restricted Share Rights, the subsequent sale of shares of Common Stock acquired pursuant to such issuance and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate your liability for such Tax-Related Items or to achieve any particular tax result. Further, if you are subject to tax on the Grantee's liability Award in more than one jurisdiction at the time 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 ItemsItems in more than one jurisdiction. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee as applicable, you shall pay, pay or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as the Employer Company may specify from time to withhold time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (1) withholding from the Grantee's any wages or other cash compensation payable paid to the Grantee you by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, ; (i2) sell or arrange for withholding from proceeds of the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Share Rights either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (3) withholding in shares of Common Stock to be issued on the upon vesting and settlement of the Performance RSUs and/or Restricted Share Rights. Notwithstanding the Dividend Equivalent RSUs foregoing, if you are subject to satisfy the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company will withhold in shares of Common Stock upon the relevant tax withholding event[, except with respect to any Tax-Related Items required to be withheld prior to the vesting dates set forth in paragraph 2 which may be withheld from your wages or other cash compensation], unless such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the Tax-Related Items withholding obligation may be satisfied by one or a combination of methods (1) and (2) above. Depending on the withholding method, the Company may withhold or payment on account obligationfor Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, and/or (ii) 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. Anything to the contrary in this paragraph 5 notwithstanding, the Company or the Employer’s right to withhold from any amounts payable pursuant to this Award to cover Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Section 409A shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Section 409A. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Share Rights, notwithstanding that a number of the shares to be delivered upon settlement of Common Stock are held back solely for the Performance RSUs and/or purpose of paying the Dividend Equivalent RSUs Tax-Related Items due as a result of any aspect of your participation in the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)Plan. The Grantee Finally, you shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares pursuant to or the Performance RSUs and proceeds of the Dividend Equivalent RSUs to the Grantee sale of shares of Common Stock, if the Grantee fails you fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. 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 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 shall, at such time as the value of any Shares 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, as applicable, pay to the Company or its designee, or make arrangements satisfactory to the Committee or its designee regarding payment of, any and 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 equalization or hypothetical tax policies or specific agreements relating thereto. Regardless of any action the Company or the Grantee's actual employer (the "Employer") takes any of its Subsidiaries take with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items")the Employee Taxes, the Grantee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee Employee Taxes is and remains the Grantee's Participant’s responsibility and may exceed the amount actually withheld by the Company and a Subsidiary. The Participant further acknowledges that the Company and/or the Employer and its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Employee Taxes in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsthis Award, including including, but not limited to, the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUs, the or vesting of the Performance RSUs and Dividend Equivalent RSUsRestricted Shares, the settlement release of the Performance RSUs and Dividend Equivalent RSUsrestrictions to which the Restricted Shares are subject, and any waiver of the forfeiture provisions applicable to the Restricted Shares, the subsequent sale of any shares Shares acquired at settlementpursuant to this Award, 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 Performance RSUs and Dividend Equivalent RSUs this Award to reduce or eliminate the Grantee's Participant’s liability for Tax-Related ItemsEmployee Taxes or achieve any particular tax result. Prior 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 may elect to have any withholding obligation of the Company or any Subsidiary satisfied, in whole or in part, by (i) selling to the issuance Trust a number of shares pursuant Shares that would otherwise be released from the restrictions on a Vesting Date, such number of Shares having an aggregate Fair Market Value (as of the date the Shares are sold) equal to this award the statutory prescribed amount of Performance RSUsthe withholding due or other applicable withholding amount as determined by the Company, (ii) authorizing the Grantee shall payCompany’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, or make adequate arrangements satisfactory and/or (iii) paying to the Company or to a Subsidiary the Employer (amount of Employee Taxes in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or Employer. In this regardcash, 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 check or other cash compensation payable to equivalent. In the Grantee absence of any election by the Company or the Employer. AlternativelyParticipant, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, any withholding obligation for Employee Taxes shall be satisfied pursuant to clause (i) sell or arrange for the 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 (ii) withhold from the shares to 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 rate that will not result in a negative accounting impact). The Grantee shall pay to the 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 means previously describedimmediately preceding sentence. The Company may refuse to deliver shares pursuant to release the Performance RSUs and Restricted Shares from the Dividend Equivalent RSUs to the Grantee forfeiture restrictions if the Grantee Participant fails to comply with the Grantee's obligation obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedEmployee Taxes.

Tax Withholding. Whenever a Period of Restriction applicable to the Recipient’s rights to some or all of the Restricted Stock lapses as provided in Section 4, 6, or 8 of this Agreement, the Company or its agent shall notify the Recipient of the related amount of tax that must be withheld under applicable tax laws. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurancesecurity, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit that correspond 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 Restricted Stock that vests in accordance with this award of Performance RSUsAgreement, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due 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 (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares necessary acquire to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)obligation for Tax and/or withhold any Common Stock. The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.

Tax Withholding. Regardless of any action the Company or the Grantee's actual an Affiliate which is your employer (the "“Employer"”) takes with respect to any or all income tax (including federal, state and local taxes), social insurancetax, payroll tax, payment on account or other tax-related withholding 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"”), the Grantee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee's 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 Employer: (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsAward, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsgrant, the vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsRestricted Share Rights, and the issuance of shares of Common Stock upon settlement of the Restricted Share Rights, the subsequent sale of shares of Common Stock acquired pursuant to such issuance and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs Award to reduce or eliminate your liability for such Tax-Related Items or to achieve any particular tax result. Further, if you are subject to tax on the Grantee's liability Award in more than one jurisdiction at the time 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 ItemsItems in more than one jurisdiction. Prior to the issuance of shares pursuant to this award of Performance RSUsany relevant taxable or tax withholding event, the Grantee as applicable, you shall pay, pay or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as the Employer Company may specify from time to withhold time, to satisfy the obligations with regard to all applicable Tax-Related Items legally payable by one or a combination of the Grantee following: (1) withholding from the Grantee's any wages or other cash compensation payable paid to the Grantee you by the Company or and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, ; (i2) sell or arrange for withholding from proceeds of the sale of shares of Common Stock acquired upon vesting and settlement of the Restricted Share Rights either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or (3) withholding in shares of Common Stock to be issued on the upon vesting and settlement of the Performance RSUs and/or Restricted Share Rights. Notwithstanding the Dividend Equivalent RSUs foregoing, if you are subject to satisfy the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, the Company will withhold in shares of Common Stock upon the relevant tax withholding event[, except with respect to any Tax-Related Items required to be withheld prior to the vesting dates set forth in paragraph 2 which may be withheld from your wages or other cash compensation], unless such withholding method is prevented by applicable law or has materially adverse accounting or tax consequences, in which case the Tax-Related Items withholding obligation may be satisfied by one or a combination of methods (1) and (2) above. Depending on the withholding method, the Company may withhold or payment on account obligationfor Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, and/or (ii) 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. Anything to the contrary in this paragraph 5 notwithstanding, the Company or the Employer’s right to withhold from any amounts payable pursuant to this Award to cover Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Section 409A shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Section 409A. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Share Rights, notwithstanding that a number of the shares to be delivered upon settlement of Common Stock are held back solely for the Performance RSUs and/or purpose of paying the Dividend Equivalent RSUs Tax-Related Items due as a result of any aspect of your participation in the amount of shares necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impact)Plan. The Grantee Finally, you shall pay to the Company or to 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 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 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares pursuant to or the Performance RSUs and proceeds of the Dividend Equivalent RSUs to the Grantee sale of shares of Common Stock, if the Grantee fails you fail to comply with the Grantee's obligation your obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless The Colleague acknowledges that, regardless of any action taken by the Company or the Grantee's actual employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges that Employer the ultimate liability for all Tax-Related Items legally due by the Grantee Items, is and remains the Grantee's Colleague’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Colleague further acknowledges that the Company and/or the Employer (i1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUsPRSUs, including the grant of the Performance RSUs and crediting of the Dividend Equivalent RSUsincluding, but not limited to, the grant, vesting of the Performance RSUs and Dividend Equivalent RSUs, the or settlement of the Performance RSUs and Dividend Equivalent RSUsPRSUs, and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any shares acquired at settlementdividends and/or any dividend equivalents; and (ii2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSUs and Dividend Equivalent RSUs PRSUs to reduce or eliminate the Grantee's Colleague’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if the Colleague is subject to Tax-Related Items in more than one jurisdiction, the Colleague 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. Prior to the issuance of shares pursuant any relevant taxable or tax withholding event, as applicable, Colleague agrees to this award of Performance RSUs, the Grantee shall pay, or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or EmployerTax-Related Items. In this regard, the Grantee Colleague authorizes the Company and/or the Employer, or their respective agents, to satisfy the Employer obligations with regard to withhold all applicable Tax-Related Items legally payable by withholding in Shares to be issued upon settlement of the PRSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Grantee Colleague’s acceptance of the PRSUs, the Colleague authorizes the Company and/or the Employer, or their respective agents, to (i) withhold from the Grantee's Colleague’s wages or other cash compensation amounts payable to the Grantee by Colleague from the Company or the Employer. Alternatively, or in addition, if permissible under local law, (ii) sell on the Colleague’s behalf a whole number of Shares from those Shares issued to the Colleague as the Company or the Employer may, in their sole discretion, (i) sell or arrange for the sale of shares of Common Stock determines to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items, or (iii) utilize any other method of withholding determined by the Company and permitted by applicable laws and the Plan. The Company may withhold or payment on account obligationfor Tax-Related Items by considering statutory withholding rates or other withholding rates, and/or including minimum or maximum applicable rates applicable in my jurisdiction(s). In the event of over-withholding, the Colleague may receive a refund of any over- withheld amount in cash (ii) withhold with no entitlement to the Share equivalent), or if not refunded, the Colleague may seek a refund from the shares local tax authorities. In the event of under-withholding, the Colleague may be required to be delivered upon settlement of pay any additional Tax-Related Items directly to the Performance RSUs applicable tax authority or to the Company and/or the Dividend Equivalent RSUs Employer. If the amount obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Colleague is deemed to have been issued the full number of shares necessary Shares subject to satisfy the minimum withholding amount (or such other rate vested PRSUs, notwithstanding that will not result in a negative accounting impact)number of Shares are held back solely for the purpose of paying the Tax-Related Items. The Grantee shall Finally, the Colleague agrees to pay to the Company or to 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 the Grantee's receipt of this award, Colleague’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver shares pursuant to the Performance RSUs and Shares or the Dividend Equivalent RSUs to proceeds of the Grantee sale of Shares, if the Grantee Colleague fails to comply with the Grantee's obligation Colleague’s obligations in connection with the Tax-Related Items as described herein. If the Grantee fails to pay or make satisfactory arrangements to satisfy all withholding and payment on account obligations by the Settlement Date, then the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedItems.

Tax Withholding. Regardless of any action the Company Company, any Subsidiary of the Company, or the Grantee's actual Recipient’s employer (the "Employer") takes with respect to any or all income tax (including federal, state and local taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding ("“Tax-Related Items")”) that the Recipient is required to bear pursuant to all applicable laws upon the vesting or exercise of the Options, the Grantee Recipient hereby acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee Tax 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 connection with any aspect of the Performance RSUs and the Dividend Equivalent RSUs, 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 Recipient. Prior to receipt of any shares acquired at settlement; and (ii) do not commit of Common Stock that correspond 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 RSUsexercised Options, the Grantee Recipient shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or any Subsidiary of the Employer (in their sole discretion) Company to satisfy all withholding and payment on account obligations of the Company and/or Employerany Subsidiary of the Company. In this regard, the Grantee Recipient authorizes the Company or and/or any Subsidiary of the Employer Company to withhold all applicable Tax-Related Items Tax legally payable by the Grantee Recipient from the Grantee's Recipient’s wages or other cash compensation payable paid to the Grantee Recipient by the Company and/or any Subsidiary of the Company or from the Employerproceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company or the Employer may, in their sole discretion, (i) may sell or arrange for the sale of shares of Common Stock that the Recipient is due to be issued on the settlement of the Performance RSUs and/or the Dividend Equivalent RSUs acquire to satisfy the withholding or payment on account obligation, obligation for Tax and/or (ii) withhold from the shares to be delivered upon settlement of the Performance RSUs and/or the Dividend Equivalent RSUs the amount of shares any Common Stock necessary to satisfy the minimum withholding amount (or such other rate that will not result in a negative accounting impactto exceed maximum statutory rates). The Grantee shall Finally, the Recipient agrees to pay to the Company or to any Subsidiary of the Employer Company any amount of Tax-Related Items any Tax that the Company or any Subsidiary of the Employer Company may be required to withhold as a result of the Grantee's receipt of this award, Recipient’s participation in the vesting of the Performance RSUs and the Dividend Equivalent RSUs, or the settlement of the Performance RSUs and the Dividend Equivalent RSUs Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver shares pursuant to the Performance RSUs and the Dividend Equivalent RSUs to the Grantee Common Stock if the Grantee Recipient fails to comply with the Grantee's obligation its obligations in connection with the Tax-Related Items tax as described hereinin this section. If The Company advises the Grantee fails Recipient to pay consult a 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 satisfactory arrangements no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to satisfy all withholding and payment on account obligations by structure the Settlement Date, then Plan to reduce or eliminate the Performance RSUs and the Dividend Equivalent RSUs shall be forfeitedRecipient’s liability for Tax.