Common use of Taxes and Withholding Clause in Contracts

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility.

Taxes and Withholding. If When the Plan Administrator determines value of any Performance Shares becomes includible in its sole discretion it is necessary the Participant’s gross income for income tax purposes or appropriate to collect national, federal, state or other local or governmental when taxes or social security costs and charges or similar contributions on the Performance Shares are otherwise payable. the Participant authorizes any Tax Withholding Obligations (wheresoever arisingas defined below) with respect to the Award Performance Shares to be satisfied by the Company by any means to the extent permitted by the Plan and applicable law, including but not limited to the following: (1) through a sale arranged by the Company through a securities broker (on the Participant's behalf pursuant to this authorization) without further consent from the Participant and the remittance of the Restricted Stock Units cash proceeds of such sale to the Company, under which the Company is authorized and directed by the Participant to make payment from the cash proceeds of the sale directly to the appropriate taxing authorities in an amount equal to the Tax Withholding Obligations; (2) withholding Shares or cash otherwise deliverable or payable to the vesting thereofParticipant pursuant to this Award, provided, however, that the amount of any Shares so withheld shall not exceed the sum of all statutory maximum rates in the Participant’s applicable jurisdiction with respect to the Performance Shares, as determined by the Company, subject to any limitations as the Committee may prescribe and subject to applicable law, based on the Fair Market Value of the Shares on the payment date (“Net Settlement”); or (3) withholding the Tax Withholding Obligations from the Participant’s wages or other cash compensation payable to the Participant by the Company, a Subsidiary, or an Affiliate, if determined to be necessary or appropriate by the designation Company. The Company, a Subsidiary or an Affiliate may, in the discretion of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereofCommittee, you may be asked provide for alternative arrangements to make arrangements satisfactory satisfy applicable tax withholding requirements in accordance with Article XVII of the Plan, including, without limitation, requiring the Participant to pay to the Company a cash amount equal to make payment the Tax Withholding Obligations. However, to the extent any Tax Withholding Obligations are required by law to be withheld with respect to the Performance Shares covered by this Award prior to the date such Performance Shares are paid in accordance with Section 2, the Participant shall be required to pay to the Company in cash the amount of such taxes promptly following written notice thereof by the Company. Notwithstanding the foregoing paragraph, if the Participant is at the time of an issuance of Shares pursuant hereto, or its designee has been in the six-month period preceding an issuance of Shares pursuant hereto, an “officer” of the amount Company as defined in Rule 16a-1(f) promulgated pursuant to the Exchange Act (or any successor rule)(a “Section 16 Officer”), then the Company shall use Net Settlement to satisfy such Participant’s Tax Withholding Obligations, unless otherwise determined by the Plan Administrator as necessary Committee or appropriate the Board. However, to the extent any Tax Withholding Obligations are required by law to be withheld under with respect to the Performance Shares covered by this Award prior to the date such Performance Shares are paid in accordance with Section 2, such Participant shall instead be required to pay to the Company in cash the amount of the Tax Withholding Obligations promptly following written notice thereof by the Company, unless otherwise determined by the Committee or the Board. Tax Withholding Obligations means the minimum tax laws or social insurance obligations required by law to be withheld in respect of the Performance Shares, or such other withholding amount (collectively, the a “Tax-Related ItemsGreater Amount”). To , up to the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or sum of all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold applicable statutory maximum rates (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (orprovided, in the case of securities withhelda Participant who is a Section 16 Officer, a Fair Market Value) equal to that such Greater Amount is approved in advance by the Tax-Related Items, unless you remit such Tax-Related Items to Committee or the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been madeBoard). Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless Regardless of any action the Company may take Company, an Affiliate and /or a Subsidiary takes with respect to any or all tax withholding (including social insurance contribution obligations, if any), the foregoing, you acknowledge and agree Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you such taxes is and remains your responsibilitythe Participant’s responsibility (or that of the Participant’s beneficiary, if applicable), and that none of the Company, an Affiliate and /or a Subsidiary: (a) makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of the Performance Shares, including the grant or vesting thereof, the subsequent sale of Shares and the receipt of any dividends; or (b) commits to structure the terms of the Performance Shares or any aspect of the Performance Shares to reduce or eliminate the Participant’s (or the Participant’s beneficiary’s) liability for such tax.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national(a) Any income taxes, federalFICA, state disability insurance or other local or governmental similar payroll and withholding taxes or social security costs and charges or similar contributions (wheresoever arising“Withholding Obligation”) with respect arising from the receipt of Award Shares is the sole responsibility of the Awardee. The Company, to the Award extent permitted by law, may deduct any Withholding Obligation arising from the receipt or vesting of the Restricted Stock Units or the vesting thereof, or the designation Award from any payment of any RSU Dividend Equivalents kind due to the Awardee, including the Award, and the net balance will be settled in whole shares of Stock of the Company (“Award Shares”). If withheld in shares, such shares shall be valued at Fair Market Value, as payable or distributable or defined in the payment or distribution thereofPlan, you may on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax Withholding Obligation. In no event shall the Company be asked required to make arrangements satisfactory deliver a fractional share of Stock in settlement of the Award. (b) By accepting this Award, Awardee hereby elects, effective on the date Awardee accepts this Award, to sell shares of Stock issued in respect of the Award in an amount determined in accordance with this Section, and to allow the Agent, as defined below, to remit the cash proceeds of such sales to the Company as more specifically set forth below (a “Sell to make payment Cover”) to permit Awardee to satisfy the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate Withholding Obligation to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion Withholding Obligation is not otherwise satisfied pursuant to the provisions of Section 5(c) below and further acknowledges and agrees to the following provisions: (i) Awardee hereby irrevocably appoints the Company’s designated broker E*Trade, or such withholding other registered broker-dealer that is necessary or appropriate because some or all a member of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time Financial Industry Regulatory Authority as the Company may require select, as Awardee’s agent (the “Agent”), and authorizes and directs the Agent to: (1) Sell on the open market at the then prevailing market price(s), on Awardee’s behalf, as soon as practicable on or other provisions for withholding such amount satisfactory to after the Company have been made. Notwithstanding any other provisions of this Agreement, date on which the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid are delivered to the Company. For the avoidance of doubt, the Company may allow for tax withholding Awardee pursuant to Section 4 hereof in respect of connection with the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents RSUs, the number (rounded up to the maximum withholding rate next whole number) of shares of Stock sufficient to generate proceeds to cover (A) the satisfaction of the Withholding Obligation arising from the vesting of those RSUs and the related issuance of shares of Stock to Awardee that is not otherwise satisfied pursuant to Section 5(c) hereof and (B) all applicable fees and commissions due to, or required to you. Notwithstanding be collected by, the foregoing, regardless of any action Agent with respect thereto; (2) Remit directly to the Company may take with respect and/or any Affiliate the proceeds necessary to satisfy the Withholding Obligation; (3) Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent, relating directly to the foregoing, you acknowledge sale; and (4) Deposit any remaining funds in Awardee’s account. (ii) Awardee acknowledges that Awardee’s election to Sell to Cover and agree that the ultimate liability for all Taxcorresponding authorization and instruction to the Agent set forth in this Section is intended to comply with the requirements of Rule 10b5-Related Items legally due by you is 1(c)(1) under the Exchange Act and remains your responsibility.to be interpreted to comply with the requirements of Rule 10b5-1

Taxes and Withholding. If Regardless of any action the Plan Administrator determines in its sole discretion it is necessary Company or appropriate to collect national, federal, state or other local or governmental taxes or social security costs and charges or similar contributions the Participant’s employer (wheresoever arisingthe “Employer”) takes with respect to the Award of the Restricted Stock Units any or the vesting thereofall income tax, social insurance, payroll tax, payment on account or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory other tax-related items related to the Company Participant’s participation in the Plan and legally applicable to make payment to the Participant or deemed by the Company or its designee of the amount determined Employer to be an appropriate charge to the Participant even if technically due by the Plan Administrator as necessary Company or appropriate to be withheld under such tax laws the Employer (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilitythe Participant’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 (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of RSU Shares upon vesting/settlement of the Restricted Stock Units, the subsequent sale of RSU Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Upon the settlement of the Award in accordance with Section 4(a) hereof in RSU Shares, the Participant shall be required, as a condition of such settlement, to pay to the Company by check or wire transfer the amount of any income, payroll, or social tax withholding that the Company determines is required; provided that the Participant may elect to satisfy such tax withholding obligation by having the Company withhold from the settlement that number of RSU Shares having a Fair Market Value equal to the amount of such withholding. 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. If the obligation for Tax-Related Items is satisfied by withholding in RSU Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the RSU Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

Taxes and Withholding. If the Plan Administrator determines You are ultimately liable and responsible for all taxes owed in its sole discretion it is necessary or appropriate to collect nationalconnection with this Restricted Stock Unit Award, including federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereofstate, local, FICA, or the designation foreign taxes of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined kind required by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoinglaw, regardless of any action the Company may take or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection therewith. The Committee has authorized the Company to satisfy all of your tax withholding obligations by your (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to you, or (c) having the Company withhold and/or sell the number of whole Shares that the Company determines necessary to satisfy the minimum tax withholding obligations arising with respect to this Restricted Stock Unit Award from those Shares issuable to you under this Restricted Stock Unit Award upon the conversion of Vested Units. The obligations of the Company under this Agreement are conditioned on your compliance with this Section 13. The Company reserves the right not to deliver any of the Shares issuable upon conversion of Vested Units until the proper provision for required withholding has been made. Notwithstanding the foregoing, unless waived by the Committee, by accepting this agreement and in order to satisfy your obligations set forth in this Section 13, you acknowledge understand and agree that you shall during the ultimate liability next open trading window after the Effective Date when you are not aware of material nonpublic information be required to enter into a trading plan with a brokerage firm acceptable to the Company for such purpose (the “Agent”) as your Agent, and to authorize the Agent, to: (a) Sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or after the vesting date, the number of shares of Common Stock (rounded up to the next whole number) sufficient to generate proceeds to cover the withholding taxes that you are required to pay pursuant to this Section 13 upon the vesting of a Restricted Stock Unit Award and all Taxapplicable fees and commissions due to, or required to be collected by, the Agent; and (b) Remit any remaining funds to you. It is the intent of the parties that such trading plan would comply with the requirements of Rule 10b5-Related Items legally due by you is and remains your responsibility1(c)(1)(i)(B) under the Securities Exchange Act of 1934.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, (a) The Participant shall be responsible for all federal, state state, local, and foreign income taxes payable with respect to the Award. The Participant acknowledges that he or she may incur substantial tax liability arising out of the grant, vesting, and/or settlement of the Award and that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant. (b) The Company shall have the right to retain and withhold from any distribution of Common Stock in respect of Restricted Stock Units the minimum amount of taxes (including but not limited to the Participant’s FICA obligation) required by any government to be withheld or otherwise deducted and paid with respect to such Restricted Stock Units. At its discretion, the Company may require the Participant to immediately pay the Company in cash or reimburse the Company for any such taxes required to be withheld and may withhold any distribution in whole or in part until the Company is so paid or reimbursed. In lieu thereof, the Company shall have the right to withhold from any other local cash amounts due to the Participant an amount equal to such taxes required to be withheld or governmental taxes withhold and cancel (in whole or social security costs and charges or similar contributions (wheresoever arisingin part) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable having a market value equal to you an the amount of such RSU Dividend Equivalentstaxes. In addition, which collectively have a value (orunless the Committee determines otherwise and subject to such conditions as may be established by the Committee, the Participant may elect to satisfy the withholding requirement, in the case of securities withheldwhole or in part, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to by having the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any withhold shares of Common Stock represented by vested Restricted with a Fair Market Value equal to the minimum statutory tax required to be withheld. The right to withhold shares of Common Stock Units and any related RSU Dividend Equivalents with a Fair Market Value equal to (but not in excess of) the minimum statutory tax required to be withheld to satisfy the withholding requirement may be postponed until any such withholding taxes have been paid to withdrawn by the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect approval of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilityCommittee.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arisinga) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined The Participant shall irrevocably elect on a form provided by the Plan Administrator as necessary or appropriate Company, and no later than a date specified by the Company, to satisfy the minimum amount required to be withheld under such tax laws (collectivelyfor federal, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents veststate, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalentslocal, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require foreign or other provisions for withholding such amount satisfactory taxes attributable to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units Shares by either (i) surrendering to the Company a number of the Restricted Shares that becomes vested hereunder with a value equal to the minimum required withholding (based on the Fair Market Value of the Shares on the date of surrender); provided that to prevent the issuance of fractional shares and any related RSU Dividend Equivalents the under-withholding of taxes, the Participant agrees that the number of Restricted Shares surrendered shall be rounded up to the maximum withholding rate applicable next whole number of shares, or (ii) tendering a cash payment to you. Notwithstanding the foregoing, regardless of any action the Company at such time and in such amount as may take be necessary to discharge the obligations of the Company (or any of its Subsidiaries) for the payment thereof. If the Participant does not elect a withholding method as provided herein (or the election does not comply with the terms and conditions established by the Company), then the required withholding obligation shall be satisfied by the Company or Subsidiary (as applicable) using the method described in Section 10(a)(i). (b) If the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with any cash dividends paid with respect to the foregoingRestricted Shares, you acknowledge then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to either (i) withhold or cause to be withheld the required taxes from the payment of the cash dividend, (ii) require the Participant to tender a cash payment to the Company at such time and agree that in such amount as may be necessary to discharge the ultimate liability obligations of the Company (or any of its Subsidiaries) for all Tax-Related Items legally due the payment of the required tax withholding, or (iii) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Participant (other than deferred compensation subject to Section 409A of the Code). (c) If the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the Participant making an election under Section 83(b) of the Code with respect to the Restricted Shares, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to either (i) require the Participant to tender a cash payment to the Company at such time and in such amount as may be necessary to discharge the obligations of the Company (or any of its Subsidiaries) for the payment of the required tax withholding, or (ii) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Participant (other than deferred compensation subject to Section 409A of the Code). The Participant hereby agrees to promptly submit a copy of any election made by you is and remains your responsibilitythe Participant pursuant to Section 83(b) of the Code to the following address: Premier Exhibitions, Inc., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: Corporate Secretary.

Taxes and Withholding. If 9.4.1 It is the Plan Administrator determines in its sole discretion it is necessary or appropriate Parties’ mutual objective and intent to collect nationalminimize, federalto the extent feasible, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) payable with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked their collaborative efforts under this Agreement to make arrangements satisfactory cooperate and coordinate with each other to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under achieve such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Companyobjective. For the avoidance of doubt, as between the Company Parties, Licensee shall be responsible for any Branded Prescription Drug Fees that may allow for tax withholding in respect be levied under section 9008 of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take Affordable Care Act with respect to any Product sold. 9.4.2 Each Party shall each bear any and all taxes levied against such Party on account of any payment received by such Party under this Agreement. In the foregoing, you acknowledge and agree event that the ultimate liability Licensee is required, under Applicable Laws, to withhold any deduction or tax from any payment due to XENCOR under this Agreement, such amount shall be deducted from the payment to be made by Licensee and paid to the proper taxing authority; provided, however, that Licensee shall take reasonable and lawful actions to avoid or minimize such withholding and promptly notify XENCOR (including by sending proof of such payment), as applicable, so that XENCOR may take lawful actions to avoid or minimize such withholding. Licensee shall promptly furnish XENCOR, as applicable, with copies of any tax certificate or other documentation evidencing such withholding as necessary to satisfy the requirements of the relevant Government Authority related to any application by XENCOR for all Tax-Related Items legally foreign tax credit for such payment, and cooperate with XENCOR as reasonably required by XENCOR to obtain available reductions, credits or refunds of such taxes. Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect. 9.4.3 To the extent (a) any payment under this Agreement is triggered due to activities of an Affiliate or Sublicensee of Licensee incorporated or established in the Licensed Territory, whose Applicable Laws require the withholding of taxes in relation to such payment if it were to be made from such Affiliate or Sublicensee of Licensee to XENCOR, and (b) Licensee receives a payment from its such Affiliate or Sublicensee in relation to such activity, and such payment is reduced due to withholding taxes required by you is Applicable Laws to be withheld on such payment, then Licensee shall have the right to deduct an amount that equals to [***] of the deducted amount for withholding taxes from the payments due to XENCOR under this Agreement. Licensee shall promptly provide to XENCOR applicable receipts evidencing payment of such withholding taxes and remains your responsibilityother documentation reasonably requested by XENCOR. Upon either Party’s request, the other Party shall provide reasonable assistance to the requesting Party for the requesting Party to recover or obtain a credit in relation to any such withholding taxes. In the event that a Party actually recovers or obtains a credit in relation to any such withholding taxes from an applicable Governmental Authority, such Party shall remit [***] of any such recovered or credited withholding taxes to the other Party.

Taxes and Withholding. If Regardless of any action the Plan Administrator determines in its sole discretion it is necessary Company takes with respect to any or appropriate to collect national, all income tax (including U.S. federal, state and local tax and non-U.S. tax), social insurance, payroll tax, payment on account or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect tax-related items related to the Award of Grantee’s participation in the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory Plan and legally applicable to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under such tax laws Grantee (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilitythe Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Return on Assets Incentive Award, including the grant or vesting of the Return on Assets Incentive Award; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Return on Assets Incentive Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee first from the cash payable pursuant to this Return on Assets Incentive Award, and if not sufficient, from the Grantee’s wages or other cash compensation. The Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of Grantee’s receipt of this Return on Assets Incentive Award that cannot be satisfied by the means previously described.

Taxes and Withholding. If the Plan Administrator determines You are ultimately liable and responsible for all taxes owed in its sole discretion it is necessary or appropriate to collect nationalconnection with this Restricted Stock Unit Award, including federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereofstate, local, FICA, or the designation foreign taxes of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined kind required by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoinglaw, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection therewith. The Committee may take permit you to satisfy all or part of your tax withholding obligations by your (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to you, or (c) having the Company withhold and/or sell the whole number of Units or Shares from those shares issuable to you under this Restricted Stock Unit Award as the Company determines necessary to satisfy the minimum tax withholding obligations arising with respect to this Restricted Stock Unit Award from those Shares issuable to you under this Restricted Stock Unit Award upon the conversion of Vested Units. The obligations of the Company under this Agreement are conditioned on your compliance with this Section 13. The Company reserves the right not to deliver any of the Shares issuable upon conversion of Vested Units until the proper provision for required withholding has been made. Notwithstanding the foregoing, unless waived by the Committee, in order to satisfy your obligations set forth in this Section 13, you hereby irrevocably appoint any brokerage firm acceptable to the Company for such purpose (the “Agent”) as your Agent, and authorize the Agent, to: (a) Sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or after the vesting date, the number of shares of Common Stock (rounded up to the next whole number) sufficient to generate proceeds to cover the withholding taxes that you are required to pay pursuant to this Section 13 upon the vesting of a Restricted Stock Unit Award and all applicable fees and commissions due to, or required to be collected by, the Agent; and (b) Remit any remaining funds to you. You represent and warrant that you are not aware of any material, nonpublic information with respect to the foregoingCompany or any securities of the Company, are not subject to any legal, regulatory or contractual restriction which would prevent the Agent from conducting sales as provided herein, do not have, and will not attempt to exercise, authority, influence or control over any sales of Common Stock effected pursuant to this Section 13, and are entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading of the Company’s securities on the basis of material nonpublic information) under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”). It is the intent of the parties that this Agreement comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Agreement will be interpreted to comply with the requirements of Rule 10b5-1(c). You understand that the Agent may effect sales as provided in clause (a) above jointly with sales for other employees of the Company and that the average price for executions resulting from bunched orders will be assigned to your account. In addition, you acknowledge that it may not be possible to sell shares of Common Stock as provided by this Section 13 due to (i) a legal or contractual restriction applicable to you or the Agent, (ii) a market disruption, or (iii) rules governing order execution priority on the NYSE or other exchange where the Common Stock may be traded. In the event of the Agent’s inability to sell shares of Common Stock, you will continue to be responsible for payment to the Company of all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld. You acknowledge that regardless of any other term or condition of this Agreement, the Agent will not be liable to you for (a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, or (b) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control. You hereby agree that to execute and deliver to the ultimate liability for all Tax-Related Items legally due by you Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this Section 13. The Agent is and remains your responsibilitya third party beneficiary of this Section 13.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it The Grantee is necessary or appropriate to collect national, responsible for any federal, state (including, as required by applicable law, the state in which the Grantee resides on the Grant Date and the states in which the Grantee resides during the vesting period), local or foreign tax, including income tax, social insurance, payroll tax, payment on account or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) tax-related withholding with respect to the Award grant of Target Performance Shares (including the Restricted Stock Units grant, the vesting, the receipt of Shares or cash, the vesting thereofsale of Shares and the receipt of dividends or Dividend Equivalents, or if any). If the designation Company must withhold any tax in connection with the issuance of any RSU Dividend Equivalents as payable or distributable Shares or the payment of cash or distribution thereofany other consideration pursuant to the grant of Target Performance Shares (other than the payment of Dividend Equivalents), you may the Grantee shall satisfy all or any part of any such withholding obligation equally from any cash amount payable under this Agreement and, from the Shares that are issued or transferred to the Grantee pursuant to this Agreement, unless the Grantee otherwise instructs the Company in writing not less than thirty (30) days prior to the end of the Performance Period. Any Shares so surrendered by the Grantee shall be asked credited against the Grantee’s withholding obligation at their Certification Date Value. If the Company must withhold any tax in connection with granting of Target Performance Shares or the payment of Dividend Equivalents pursuant to make arrangements satisfactory this grant of Target Performance Shares, the Grantee by acknowledging this Agreement agrees that, so long as the Grantee is an employee of the Company for tax purposes, all or any part of any such withholding obligation shall be deducted from the Grantee’s wages or other cash compensation (including Dividend Equivalents). The Grantee shall pay to the Company to make payment to the Company or its designee of the any amount determined that cannot be satisfied by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilitymeans previously described.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, You acknowledge that any amounts recognized for federal, state or other state, local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award foreign tax purposes, including payroll taxes, on account of the Restricted vesting of Performance Shares and/or issuance of the shares of Common Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, to you may be asked subject to make arrangements satisfactory to the Company to make payment to tax withholding by the Company or its designee any parent, subsidiary or affiliate of the amount determined Company by whom you are employed (such entities hereinafter referred to as the "BB Group"). Your minimum statutory tax withholding obligations, if any, on account of the vesting of Performance Shares and/or issuance of shares of Common Stock will be satisfied by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such Company withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to be issued to you a sufficient number of whole shares of Common Stock distributable in connection with this Award equal to the applicable minimum statutory tax withholding obligation. Notwithstanding any provision herein to the contrary, in the event that this Award becomes subject to taxes under the Federal Insurance Contributions Act ("FICA") or similar taxes before the shares of Common Stock under the Award would otherwise be issued, the Company shall issue to you a sufficient number of whole shares of Common Stock under this Award that does not exceed the applicable minimum statutory tax withholding obligation with respect to such FICA taxes and any federal, state or local income taxes that may apply as a result of such accelerated issuance of shares of Common Stock and the applicable type Company shall withhold such shares of Common Stock and/or (b) from to satisfy such FICA and any related RSU Dividend Equivalents otherwise deliverable to you an amount income tax liability; provided, however, that any such accelerated issuance of such RSU Dividend Equivalents, which collectively have a value (or, in the case shares of securities withheld, a Fair Market Value) equal Common Stock shall be made only to the Tax-Related Itemsextent permitted under Treas. Reg. § 1.409A-3(j)(4)(vi). In the event that you do not make tax payments when required, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require refuse to issue or other provisions cause to be delivered any shares of Common Stock under this Agreement until such payment has been made or arrangements for withholding such amount payment satisfactory to the Company have been made. Notwithstanding any other provisions of this AgreementIn connection with the foregoing, the delivery number of any whole shares of Common Stock represented by vested Restricted Stock Units that are to be withheld shall not exceed the amount of the minimum statutory tax withholding obligations and any related RSU Dividend Equivalents may shortfall in the amount required to be postponed until any such withholding withheld shall be paid by check by you or shall be withheld from your pay. In determining the amount of taxes have been paid owed upon vesting and/or delivery of shares of Common Stock under this Award and the number of shares to the Company. For the avoidance of doubtbe withheld, the Company may allow for tax withholding in respect shall utilize the "Fair Market Value" of the vesting shares of Common Stock as defined in the Plan except that, if the shares of Common Stock are listed on any established stock exchange, system or market, the Fair Market Value as of any given date of determination shall be the closing market price of the Restricted shares of Common Stock Units as quoted in such exchange, system or market on the closest preceding date to such date of determination on which the shares of Common Stock were traded and, except further that, if applicable tax law requires that a different method be utilized for determining the amount of taxes owed upon vesting and/or delivery of shares of Common Stock under this Award and any related RSU Dividend Equivalents up the number of shares to the maximum withholding rate applicable to you. Notwithstanding the foregoingbe withheld, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilityshall utilize such required method.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, You acknowledge that any amounts recognized for federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award tax purposes, including payroll taxes, on account of the Restricted vesting of RSUs and/or issuance of the shares of Common Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, to you may shall be asked subject to make arrangements satisfactory to the Company to make payment to tax withholding by the Company or its designee any parent, subsidiary or affiliate of the amount determined Company by the Plan Administrator whom you are employed (such entities hereinafter referred to as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related ItemsBB Group”). To the extent the Plan Administrator determines in its sole discretion such Your minimum statutory tax withholding is necessary or appropriate because some or all obligations, if any, on account of the Restricted vesting of RSUs and/or issuance of shares of Common Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that will be satisfied by the Company may withhold (a) withholding from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to be issued to you a sufficient number of whole shares of Common Stock distributable in connection with this Award equal to the applicable minimum statutory tax withholding obligation. Notwithstanding any provision herein to the contrary, in the event that this Award becomes subject to taxes under the Federal Insurance Contributions Act (“FICA”) or similar taxes before the shares of Common Stock under the Award would otherwise be issued, the Company shall issue to you a sufficient number of whole shares of Common Stock under this Award that does not exceed the applicable minimum statutory tax withholding obligation with respect to such FICA taxes and any federal, state or local income taxes that may apply as a result of such accelerated issuance of shares of Common Stock and the applicable type Company shall withhold such shares of Common Stock and/or (b) from to satisfy such FICA and any related RSU Dividend Equivalents otherwise deliverable to you an amount income tax liability; provided, however, that any such accelerated issuance of such RSU Dividend Equivalents, which collectively have a value (or, in the case shares of securities withheld, a Fair Market Value) equal Common Stock shall be made only to the Tax-Related Itemsextent permitted under Treas. Reg. § 1.409A-3(j)(4)(vi). In the event that you do not make tax payments when required, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require refuse to issue or other provisions cause to be delivered any shares of Common Stock under this RSU Agreement until such payment has been made or arrangements for withholding such amount payment satisfactory to the Company have been made. Notwithstanding any other provisions of this AgreementIn connection with the foregoing, the delivery number of any whole shares of Common Stock represented by vested Restricted Stock Units that are to be withheld shall not exceed the amount of the minimum statutory tax withholding obligations and any related RSU Dividend Equivalents may shortfall in the amount required to be postponed until any such withholding withheld shall be paid by check by you or shall be withheld from your pay. In determining the amount of taxes have been paid owed upon vesting and/or delivery of shares of Common Stock under this Award and the number of shares to the Company. For the avoidance of doubtbe withheld, the Company may allow for tax withholding in respect shall utilize the “Fair Market Value” of the vesting shares of Common Stock as defined in the Plan except that, if the shares of Common Stock are listed on any established stock exchange, system or market, the Fair Market Value as of any given date of determination shall be the closing market price of the Restricted shares of Common Stock Units and any related RSU Dividend Equivalents up as quoted in such exchange, system or market on the closest preceding date, to such date of determination, on which the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless shares of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilityCommon Stock were traded.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, You acknowledge that any amounts recognized for federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award tax purposes, including payroll taxes, on account of the Restricted vesting of Performance Shares and/or issuance of the shares of Common Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, to you may shall be asked subject to make arrangements satisfactory to the Company to make payment to tax withholding by the Company or its designee any parent, subsidiary or affiliate of the amount determined Company by the Plan Administrator whom you are employed (such entities hereinafter referred to as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related ItemsBB Group”). To the extent the Plan Administrator determines in its sole discretion such Your minimum statutory tax withholding is necessary or appropriate because some or all obligations, if any, on account of the Restricted vesting of Performance Shares and/or issuance of shares of Common Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that will be satisfied by the Company may withhold (a) withholding from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to be issued to you a sufficient number of whole shares of Common Stock distributable in connection with this Award equal to the applicable minimum statutory tax withholding obligation. Notwithstanding any provision herein to the contrary, in the event that this Award becomes subject to taxes under the Federal Insurance Contributions Act (“FICA”) or similar taxes before the shares of Common Stock under the Award would otherwise be issued, the Company shall issue to you a sufficient number of whole shares of Common Stock under this Award that does not exceed the applicable minimum statutory tax withholding obligation with respect to such FICA taxes and any federal, state or local income taxes that may apply as a result of such accelerated issuance of shares of Common Stock and the applicable type Company shall withhold such shares of Common Stock and/or (b) from to satisfy such FICA and any related RSU Dividend Equivalents otherwise deliverable to you an amount income tax liability; provided, however, that any such accelerated issuance of such RSU Dividend Equivalents, which collectively have a value (or, in the case shares of securities withheld, a Fair Market Value) equal Common Stock shall be made only to the Tax-Related Itemsextent permitted under Treas. Reg. § 1.409A-3(j)(4)(vi). In the event that you do not make tax payments when required, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require refuse to issue or other provisions cause to be delivered any shares of Common Stock under this Agreement until such payment has been made or arrangements for withholding such amount payment satisfactory to the Company have been made. Notwithstanding any other provisions of this AgreementIn connection with the foregoing, the delivery number of any whole shares of Common Stock represented by vested Restricted Stock Units that are to be withheld shall not exceed the amount of the minimum statutory tax withholding obligations and any related RSU Dividend Equivalents may shortfall in the amount required to be postponed until any such withholding withheld shall be paid by check by you or shall be withheld from your pay. In determining the amount of taxes have been paid owed upon vesting and/or delivery of shares of Common Stock under this Award and the number of shares to the Company. For the avoidance of doubtbe withheld, the Company may allow for tax withholding in respect shall utilize the “Fair Market Value” of the vesting shares of Common Stock as defined in the Plan except that, if the shares of Common Stock are listed on any established stock exchange, system or market, the Fair Market Value as of any given date of determination shall be the closing market price of the Restricted shares of Common Stock Units and any related RSU Dividend Equivalents up as quoted in such exchange, system or market on the closest preceding date, to such date of determination, on which the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless shares of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilityCommon Stock were traded.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national(a) Any income taxes, federalFICA, state disability insurance or other local or governmental similar payroll and withholding taxes or social security costs and charges or similar contributions (wheresoever arising“Withholding Obligation”) with respect arising from the receipt of Award Shares is the sole responsibility of the Awardee. The Company, to the Award extent permitted by law, may deduct any Withholding Obligation arising from the receipt or vesting of the Restricted Stock Units or the vesting thereof, or the designation Award from any payment of any RSU Dividend Equivalents kind due to the Awardee, including the Award, and the net balance will be settled in whole shares of Stock of the Company (“Award Shares”). If withheld in shares, such shares shall be valued at Fair Market Value, as payable defined in the Plan, on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax Withholding Obligation. In no event shall the Company be required to deliver a fractional share of Stock in settlement of the Award. (b) Awardee acknowledges that he or distributable or the payment or distribution thereof, you she may be asked given the ability to make arrangements satisfactory elect to sell shares of Stock issued in respect of the Award in an amount determined in accordance with this Section, and to allow the broker to remit the cash proceeds of such sales to the Company (a “Sell to make payment Cover”) to permit Awardee to satisfy the Withholding Obligation to the extent the Withholding Obligation is not otherwise satisfied pursuant to the provisions of Section 5(c) below. (c) Alternatively, or in addition to or in combination with the Sell to Cover provided for under Section 5(b), Awardee authorizes the Company, at its discretion, to satisfy the Withholding Obligation by the following means (or by a combination of the following means): (i) Requiring Awardee to pay to the Company or its designee any portion of the amount determined Withholding Obligation in cash; (ii) Withholding from any compensation otherwise payable to Awardee by the Plan Administrator as necessary or appropriate to be withheld under such tax laws Company; and/or (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all iii) Withholding shares of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and issued or otherwise deliverable issuable to you a number of shares of Awardee in connection with the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, Award with a Fair Market ValueValue (measured as of the date shares of Stock are issued pursuant to Section 4) equal to the Tax-Related Itemsamount of the Withholding Obligation; provided, unless you remit however, that the number of such Tax-Related Items shares of Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. (d) Unless the Withholding Obligations of the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding and/or any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubtAffiliate are satisfied, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and shall have no obligation to deliver to Awardee any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilityStock.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arisinga) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined The Grantee shall irrevocably elect on a form provided by the Plan Administrator as necessary or appropriate Company, and no later than a date specified by the Company, to satisfy the minimum amount required to be withheld under such tax laws (collectivelyfor federal, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents veststate, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalentslocal, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require foreign or other provisions for withholding such amount satisfactory taxes attributable to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units Shares by either (i) surrendering to the Company a number of the Restricted Shares that becomes vested hereunder with a value equal to the minimum required withholding (based on the Closing Price of the Shares on the date of surrender); provided that to prevent the issuance of fractional shares and any related RSU Dividend Equivalents the under-withholding of taxes, the Grantee agrees that the number of Restricted Shares surrendered shall be rounded up to the maximum withholding rate applicable next whole number of shares, or (ii) tendering a cash payment to you. Notwithstanding the foregoing, regardless of any action the Company at such time and in such amount as may take be necessary to discharge the obligations of the Company (or any of its Subsidiaries) for the payment thereof. If the Grantee does not elect a withholding method as provided herein (or the election does not comply with the terms and conditions established by the Company), then the required withholding obligation shall be satisfied by the Company or Subsidiary (as applicable) using the method described in Section 9(a)(i). (b) If the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with any cash dividends paid with respect to the foregoingRestricted Shares, you acknowledge then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to either (i) withhold or cause to be withheld the required taxes from the payment of the cash dividend, (ii) require the Grantee to tender a cash payment to the Company at such time and agree that in such amount as may be necessary to discharge the ultimate liability obligations of the Company (or any of its Subsidiaries) for all Tax-Related Items legally due the payment of the required tax withholding, or (iii) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Grantee (other than deferred compensation subject to Section 409A of the Code). (c) If the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the Grantee making an election under Section 83(b) of the Code with respect to the Restricted Shares, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to either (i) require the Grantee to tender a cash payment to the Company at such time and in such amount as may be necessary to discharge the obligations of the Company (or any of its Subsidiaries) for the payment of the required tax withholding, or (ii) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Grantee (other than deferred compensation subject to Section 409A of the Code). The Grantee hereby agrees to promptly submit a copy of any election made by you is and remains your responsibilitythe Grantee pursuant to Section 83(b) of the Code to the following address: Exchange Program, Scripps Networks Interactive, Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, Attention: Xxxxx Xxxxxxx, Compensation Manager.

Taxes and Withholding. If the Plan Administrator determines in its sole discretion it is necessary or appropriate to collect national, federal, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arisinga) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined The Participant shall irrevocably elect on a form provided by the Plan Administrator as necessary or appropriate Company, and no later than a date specified by the Company, to satisfy the minimum amount required to be withheld under such tax laws (collectivelyfor federal, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents veststate, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalentslocal, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require foreign or other provisions for withholding such amount satisfactory taxes attributable to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units Shares by either (i) surrendering to the Company a number of the Restricted Shares that becomes vested hereunder with a value equal to the minimum required withholding (based on the Fair Market Value of the Shares on the date of surrender); provided that to prevent the issuance of fractional shares and any related RSU Dividend Equivalents the under-withholding of taxes, the Participant agrees that the number of Restricted Shares surrendered shall be rounded up to the maximum withholding rate applicable next whole number of shares, or (ii) tendering a cash payment to you. Notwithstanding the foregoing, regardless of any action the Company at such time and in such amount as may take be necessary to discharge the obligations of the Company (or any of its Subsidiaries) for the payment thereof. If the Participant does not elect a withholding method as provided herein (or the election does not comply with the terms and conditions established by the Company), then the required withholding obligation shall be satisfied by the Company or Subsidiary (as applicable) using the method described in Section 10(a)(i). (b) If the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with any cash dividends paid with respect to the foregoingRestricted Shares, you acknowledge then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to either (i) withhold or cause to be withheld the required taxes from the payment of the cash dividend, (ii) require the Participant to tender a cash payment to the Company at such time and agree that in such amount as may be necessary to discharge the ultimate liability obligations of the Company (or any of its Subsidiaries) for all Tax-Related Items legally due the payment of the required tax withholding, or (iii) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Participant (other than deferred compensation subject to Section 409A of the Code). (c) If the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the Participant making an election under Section 83(b) of the Code with respect to the Restricted Shares, then the Company or Subsidiary (as applicable) shall have the right in its sole discretion to either (i) require the Participant to tender a cash payment to the Company at such time and in such amount as may be necessary to discharge the obligations of the Company (or any of its Subsidiaries) for the payment of the required tax withholding, or (ii) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to the Participant (other than deferred compensation subject to Section 409A of the Code). The Participant hereby agrees to promptly submit a copy of any election made by you is and remains your responsibilitythe Participant pursuant to Section 83(b) of the Code to the following address: Premier Exhibitions, Inc., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: Corporate Secretary.

Taxes and Withholding. If At the Plan Administrator time this Agreement is executed, or at any time as requested by the Company, the Awardee hereby authorizes withholding from any amounts payable to the Awardee, including specifically any payroll check, and otherwise agrees to make adequate provision for, any sums required to satisfy the income taxes, FICA, state disability insurance or other similar payroll and withholding taxes arising from the receipt of shares of Common Stock subject to this Award, including without limitation, obligations arising upon the (a) transfer of shares of Common Stock to the Awardee, (b) the vesting of any shares subject to this Award, or (c) the filing of an election to recognize tax liability. The Company shall have no obligation to deliver the shares until the tax withholding obligations of the Company have been satisfied by the Awardee. If, the Company determines in its sole discretion that it is necessary or appropriate required to collect national, federal, state or other local or governmental withhold taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation on account of any RSU Dividend Equivalents present or future tax required as payable or distributable or the payment or distribution thereofa result of this Award, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold also require the Awardee to pay the amount of such tax by a cashier's or certified bank check, or, at the sole discretion of the Company, by either (a) personal check, payable to the order of Jack in the Box Inc., in advance of and as a condition to the delivery of the shares of Common Stock, or (b) to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a be distributed that number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any whole shares of Common Stock represented having a fair market value equal to all or any part of the federal, state, local and foreign taxes, if any, required by vested Restricted Stock Units and any related RSU Dividend Equivalents may law to be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, withheld by the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to such distribution. The Awardee understands that Section 83 of the foregoingCode taxes as ordinary income the difference between the amount paid for the shares, you acknowledge if anything, and agree the Fair Market Value of the shares as of the date on which the shares are "substantially vested," within the meaning of Section 83. In this context, "substantially vested" means that the ultimate right of the Company to reacquire the shares pursuant to the Company Reacquisition Right has lapsed. The Awardee understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the shares. The Awardee understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the Fair Market Value of the shares at the time such restrictions lapse. The Awardee further understands, however, that if shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Awardee for the forfeited shares over the amount realized (if any) upon their forfeiture. If the Awardee has paid nothing for the forfeited shares and has received no payment upon their forfeiture, the Awardee understands that he or she will be unable to recognize any loss on the forfeiture of the shares even though the Awardee incurred a tax liability by making an election under Section 83(b). The Awardee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Awardee. The Awardee acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Awardee of the acquisition of shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE AWARDEE WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE AWARDEE ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE AWARDEE ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE AWARDEE'S SOLE RESPONSIBILITY, EVEN IF THE AWARDEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. The Awardee will notify the Company in writing if the Awardee files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Awardee evidence of such filing, to claim a tax deduction for all Tax-Related Items legally due by you is and remains your responsibilityany amount which would otherwise be taxable to the Awardee in the absence of such an election.

Taxes and Withholding. If Regardless of any action the Plan Administrator determines in its sole discretion it is necessary Company takes with respect to any or appropriate to collect national, all income tax (including U.S. federal, state and local tax and non-U.S. tax), social insurance, payroll tax, payment on account or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) with respect tax-related items related to the Award of Grantee’s participation in the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked to make arrangements satisfactory Plan and legally applicable to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under such tax laws Grantee (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to the foregoing, you acknowledge and agree Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibilitythe Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Common Stock 2012CSA 3 of 10 Award, including the grant of the Common Stock Award and the receipt of dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Common Stock Award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee first from the shares issuable pursuant to this Common Stock Award and, if not sufficient, from the Grantee’s wages or other cash compensation. The Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantees receipt of this Common Stock Award that cannot be satisfied by the means previously described. Notwithstanding the foregoing, if the Grantee is subject to Section 16(a) of the Exchange Act, Grantee may make an election pursuant to Section 83(b) of the U.S. Internal Revenue Code with respect to the shares of Common Stock granted pursuant to this Agreement. If the Grantee elects to be taxed as of the Grant Date, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the shares issuable pursuant to this Common Stock Award. If the Grantee elects to be taxed as of the six month anniversary of the Grant Date, the Grantee authorizes the Company to withhold such Tax-related Items from the Grantee’s wages or other cash compensation unless prior to such anniversary date the Grantee makes other arrangements with the Company for payment.

Taxes and Withholding. If 8.3.1 It is the Plan Administrator determines in its sole discretion it is necessary or appropriate Parties’ mutual objective and intent to collect nationalminimize, federalto the extent feasible, state or other local or governmental taxes or social security costs and charges or similar contributions (wheresoever arising) payable with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, you may be asked their collaborative efforts under this Agreement to make arrangements satisfactory cooperate and coordinate with each other to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under achieve such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold (a) from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any shares of Common Stock represented by vested Restricted Stock Units and any related RSU Dividend Equivalents may be postponed until any such withholding taxes have been paid to the Companyobjective. For the avoidance of doubt, as between the Company Parties, Licensee shall be responsible for any Branded Prescription Drug Fees that may allow for tax withholding in respect be levied under section 9008 of the vesting Affordable Care Act with respect to any Product sold. 8.3.2 Each Party shall each bear any and all taxes levied against such Party on account of any payment received by such Party under this Agreement. In the event that the Licensee is required, under Applicable Laws, to withhold any deduction or tax from any payment due to XENCOR under this Agreement, such amount shall be deducted from the payment to be made by Licensee and paid to the proper taxing authority; provided, however, that Licensee shall take reasonable and lawful actions to avoid or minimize such withholding and promptly notify XENCOR (including by sending proof of such payment), as applicable, so that XENCOR may take lawful actions to avoid or minimize such withholding. Licensee shall promptly furnish XENCOR, as applicable, with copies of any tax certificate or other documentation evidencing such withholding as necessary to satisfy the requirements of the Restricted Stock Units relevant Government Authority related to any application by XENCOR for foreign tax credit for such payment, and cooperate with XENCOR as reasonably required by XENCOR to obtain available reductions, credits or refunds of such taxes. Each Party agrees to cooperate with the other Party in claiming exemptions from such deductions or withholdings under any related RSU Dividend Equivalents up agreement or treaty from time to the maximum withholding rate applicable to you. time in effect. 8.3.3 Notwithstanding the foregoing, regardless if (a) Licensee assigns its rights or obligations or delegates its rights under this Agreement, (b) as a result of such assignment or delegation, Licensee (or its assignee) is required by Applicable Law to withhold taxes from or in respect of any action amount payable under this Agreement, and (c) such withholding taxes exceed the Company amount of withholding taxes that would have been applicable but for such assignment or delegation, then any such amount payable shall be increased to take into account such withholding taxes as may take with respect be necessary so that, after making all required withholdings (including withholdings on the additional amounts payable), the payee receives an amount equal to the foregoing, you acknowledge and agree that sum it would have received had no such increased withholding been made. Each Party shall cooperate with the ultimate liability other Party in any way reasonably requested by the other Party to minimize the withholding tax implications of any such assignment or delegation. 8.3.4 All remuneration amounts payable by Licensee to XENCOR are net amounts. Licensee shall be responsible for all Tax-Related Items legally due Value Added Taxes (“VAT”), if any, attributable to transactions contemplated by you is and remains your responsibilitythis Agreement without any offset or reimbursement from XENCOR. XENCOR shall cooperate with Licensee as reasonably requested by Licensee to obtain available reductions, credits or refunds of any VAT amounts attributable to transactions contemplated by this Agreement.

Taxes and Withholding. If At the Plan Administrator time this Agreement is executed, or at any time as requested by the Company, the Awardee hereby authorizes withholding from any amounts payable to the Awardee, including specifically any payroll check, and otherwise agrees to make adequate provision for, any sums required to satisfy the income taxes, FICA, state disability insurance or other similar payroll and withholding taxes arising from the receipt of shares of Common Stock subject to this Award, including without limitation, obligations arising upon the (a) transfer of shares of Common Stock to the Awardee, (b) the vesting of any shares subject to this Award, or (c) the filing of an election to recognize tax liability. The Company shall have no obligation to deliver the shares until the tax withholding obligations of the Company have been satisfied by the Awardee. If, the Company determines in its sole discretion that it is necessary or appropriate required to collect national, federal, state or other local or governmental withhold taxes or social security costs and charges or similar contributions (wheresoever arising) with respect to the Award of the Restricted Stock Units or the vesting thereof, or the designation on account of any RSU Dividend Equivalents present or future tax required as payable or distributable or the payment or distribution thereofa result of this Award, you may be asked to make arrangements satisfactory to the Company to make payment to the Company or its designee of the amount determined by the Plan Administrator as necessary or appropriate to be withheld under such tax laws (collectively, the “Tax-Related Items”). To the extent the Plan Administrator determines in its sole discretion such withholding is necessary or appropriate because some or all of the Restricted Stock Units and any related RSU Dividend Equivalents vest, you acknowledge and agree that the Company may withhold also require the Awardee to pay the amount of such tax by a cashier’s or certified bank check, or, at the sole discretion of the Company, by either (a) personal check, payable to the order of Jxxx in the Box Inc., in advance of and as a condition to the delivery of the shares of Common Stock, or (b) to deduct from the shares of Common Stock represented by vested Restricted Stock Units and otherwise deliverable to you a be distributed that number of shares of the applicable type of Common Stock and/or (b) from any related RSU Dividend Equivalents otherwise deliverable to you an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Tax-Related Items, unless you remit such Tax-Related Items to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Notwithstanding any other provisions of this Agreement, the delivery of any whole shares of Common Stock represented having a fair market value equal to all or any part of the federal, state, local and foreign taxes, if any, required by vested Restricted Stock Units and any related RSU Dividend Equivalents may law to be postponed until any such withholding taxes have been paid to the Company. For the avoidance of doubt, withheld by the Company may allow for tax withholding in respect of the vesting of the Restricted Stock Units and any related RSU Dividend Equivalents up to the maximum withholding rate applicable to you. Notwithstanding the foregoing, regardless of any action the Company may take with respect to such distribution. The Awardee understands that Section 83 of the foregoingCode taxes as ordinary income the difference between the amount paid for the shares, you acknowledge if anything, and agree the Fair Market Value of the shares as of the date on which the shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the ultimate right of the Company to reacquire the shares pursuant to the Company Reacquisition Right has lapsed. The Awardee understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the shares. The Awardee understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the Fair Market Value of the shares at the time such restrictions lapse. The Awardee further understands, however, that if shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Awardee for the forfeited shares over the amount realized (if any) upon their forfeiture. If the Awardee has paid nothing for the forfeited shares and has received no payment upon their forfeiture, the Awardee understands that he or she will be unable to recognize any loss on the forfeiture of the shares even though the Awardee incurred a tax liability by making an election under Section 83(b). The Awardee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Awardee. The Awardee acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Awardee of the acquisition of shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE AWARDEE WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE AWARDEE ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE AWARDEE ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE AWARDEE’S SOLE RESPONSIBILITY, EVEN IF THE AWARDEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF. The Awardee will notify the Company in writing if the Awardee files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Awardee evidence of such filing, to claim a tax deduction for all Tax-Related Items legally due by you is and remains your responsibilityany amount which would otherwise be taxable to the Awardee in the absence of such an election.