Common use of Withholding of Tax Clause in Contracts

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company or the Participant’s Employer, as applicable, shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsthis Option, including the grant of the RSUsincluding, but not limited to, the grant, vesting or exercise of the RSUs, the settlement of RSUsthis Option, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs such exercise and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs this Option to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenEmployee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient obligations with regard to pay the all Tax-Related Items by one or a combination of the following: (i) withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or the Employer; (ii) withholding from the proceeds of the sale of shares of Stock acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (iii) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld with respect to withheld. Depending on the Ordinary Shares at withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rate or other withholding rate, including the maximum rate, rates (as determined by the Committee Company in accordance with good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Employee will receive a refund of any over-withheld amount and will have no entitlement to the Plan and applicable law or (ii) the Participant will share equivalent. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant ) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs ; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurther, if the Participant’s country of residence Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or country former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) To satisfy any withholding obligations of employment, if different) requires withholding of the Company and/or the Employer with respect to Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall will withhold a sufficient number of whole Ordinary Shares otherwise issuable upon vesting of the RSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer, (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the RSUs that have either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) and/or (iii) requiring the Participant to tender a cash payment to the Company or an aggregate fair market value sufficient to pay Affiliate in the amount of the Tax-Related Items required Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld with respect to satisfy Rule 16b-3 of the Ordinary Shares at Exchange Act) determines, in advance of the applicable minimum statutory rate or other withholding rateevent, including the maximum rate, as determined by the Committee that one of such withholding methods will be used in accordance with the Plan and applicable law or lieu of withholding Shares. (iic) the Participant will pay to the The Company or the Employer any amount of may withhold for Tax-Related Items that the Company by considering applicable statutory withholding amounts or the Employer may be required to withhold as a result of other applicable withholding rates, including maximum applicable rates in the Participant’s participation jurisdiction(s), in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, which case the Participant shall be deemed may receive a refund of any over-withheld amount in cash and will have no entitlement to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsequivalent amount in Shares. The Company may refuse to issue or deliver any Ordinary the Shares due upon settlement or the proceeds of the RSUs sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless You acknowledge that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, your employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and its Affiliates or and/or the Employer (i1) do not make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Units including, including but not limited to, the grant grant, vesting or payout of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs Performance Units; and (ii2) do not commit to the structure of the terms of the grant Performance Units or any aspect of the RSUs Performance Units to reduce or eliminate the Participant’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable event, as applicable, you acknowledge that the Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenyou authorize the Company and/or your Employer or their respective agents, at their discretion, to satisfy the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient obligations with regard to pay the all Tax-Related Items required by one or a combination of the following: (a) withholding from your wages or other cash compensation paid to be withheld with respect to you by the Ordinary Shares at Company and/or your Employer, or (b) withholding from the payout of the Performance Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rate withholding amounts or other applicable withholding raterates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the maximum ratePerformance Units. You agree to pay the Company or the Employer, as determined including through withholding from your wages or other cash compensation paid to you by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to deliver the cash settlement or any Ordinary Shares due upon settlement other form of pay-out for the RSUs Performance Units, if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedItems. If Notwithstanding the Participant is subject preceding provisions of this Paragraph 6, your liability with respect to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents shall be subject to any action reasonably taken by the Company international tax assignment agreement then in effect between you and the Company, the Employer or any of their respective affiliates or any tax policies or procedures applicable to meet their obligation for Tax-Related Items. All other Tax-Related Items related to your home country, and in the RSUs event of any conflict between the terms of this Paragraph 6 and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityterms of such international tax assignment agreement or such tax policies or procedures, the terms of such international tax assignment agreement or such tax policies or procedures, as applicable, shall control.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee, even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including the grant of the RSUsincluding, but not limited to, the vesting of the RSUsgrant, the settlement of RSUsvesting, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs such vesting and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenEmployee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the discretion obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Restricted Stock Units or other awards granted to Employee having a Fair Market Value equal to the amount required to be withheld; (iii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (iv) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, (i) shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld. Notwithstanding the foregoing, if Employee is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied by having the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable shares of Stock having a Fair Market Value equal to the amount required to be withheld from the shares of Stock to be delivered upon the vesting of the RSUs Restricted Stock Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Employee will receive a refund of any over-withheld amount and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon vesting of the Restricted Stock Units, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that have an aggregate fair market value sufficient to pay a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items required to be withheld Items. Employee will have no further rights with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined any shares of Stock that are retained by the Committee in accordance with the Plan and applicable law or (ii) the Participant will Company pursuant to this provision. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Shares, including the grant of the RSUsincluding, but not limited to, the vesting grant, vesting, issuance of the RSUs, the settlement shares of RSUsStock, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to under the RSUs Plan and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, then, at the discretion of unless otherwise approved by the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon satisfy the vesting of the RSUs that have an aggregate fair market value sufficient obligations with regard to pay the all Tax-Related Items by either (i) withholding from Employee’s wages or other cash compensation payable to Employee by the Company and/or the Employer, (ii) reacquiring and withholding a number of shares of Stock from the Restricted Shares having a Fair Market Value equal to the amount required to be withheld with respect or (iii) permitting Employee to tender to the Ordinary Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld. Notwithstanding the foregoing, if Employee is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, any Tax-Related Items withholding obligations shall be satisfied by the Company reacquiring and withholding a number of shares of Stock from the Restricted Shares at having a Fair Market Value equal to the amount required to be withheld. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rate or other withholding rate, including the maximum rate, rates (as determined by the Committee Company in accordance good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. In the event of over-withholding, Employee may receive a refund of any over-withheld amount in cash (with no entitlement to the Plan and share equivalent), or if not refunded, Employee may seek a refund from the local tax authorities. In the event of under-withholding, Employee may be required to pay any additional Tax-Related Items directly to the applicable law tax authority or (ii) to the Participant will Company and/or the Employer. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant ) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs PSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs PSUs to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurther, if the Participant’s country of residence Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or country former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) To satisfy any withholding obligations of employment, if different) requires withholding of the Company and/or the Employer with respect to Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall will withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have PSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer, (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) and/or (iii) requiring the Participant to tender a cash payment to the Company or an aggregate fair market value sufficient to pay Affiliate in the amount of the Tax-Related Items required Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld with respect to satisfy Rule 16b-3 of the Ordinary Shares at Exchange Act) determines, in advance of the applicable minimum statutory rate or other withholding rateevent, including the maximum rate, as determined by the Committee that one of such withholding methods will be used in accordance with the Plan and applicable law or lieu of withholding Shares. (iic) the Participant will pay to the The Company or the Employer any amount of may withhold for Tax-Related Items that the Company by considering applicable statutory withholding amounts or the Employer may be required to withhold as a result of other applicable withholding rates, including maximum applicable rates in the Participant’s participation jurisdiction(s), in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, which case the Participant shall be deemed may receive a refund of any over-withheld amount in cash and will have no entitlement to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsequivalent amount in Shares. The Company may refuse to issue or deliver any Ordinary the Shares due upon settlement or the proceeds of the RSUs sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including the grant of the RSUsincluding, but not limited to, the vesting of the RSUsgrant, the settlement of RSUsvesting, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs such vesting and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenEmployee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the discretion obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Employee’s wages or other cash compensation payable to Employee by the Company and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Restricted Stock Units or other awards granted to Employee having a Fair Market Value equal to the amount required to be withheld; (iii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (iv) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, (i) shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld. Notwithstanding the foregoing, if Employee is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied by having the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable shares of Stock having a Fair Market Value equal to the amount required to be withheld from the shares of Stock to be delivered upon the vesting of the RSUs that have an aggregate fair market value sufficient Restricted Stock Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. In the event of over-withholding, Employee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded, Employee may seek a refund from the local tax authorities. In the event of under-withholding, Employee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon vesting of the Restricted Stock Units, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items required to be withheld Items. Employee will have no further rights with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined any shares of Stock that are retained by the Committee in accordance with the Plan and applicable law or (ii) the Participant will Company pursuant to this provision. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following upon the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, then (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares. The cash equivalent of any Ordinary Shares at withheld will be used to settle the applicable minimum statutory rate obligation to withhold the Tax-Related Items. In the event the withholding requirements are not satisfied through the withholding of Ordinary Shares by the Company or other withholding ratethrough the Participant’s payment of cash, including no Ordinary Shares will be issued to the maximum rate, Participant (or the Participant’s estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Committee Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in accordance its sole discretion, must be withheld or collected with the Planrespect to such RSUs. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. Alternatively, at the sole discretion of the Company, the Company or the Employer may withhold the minimum Tax-Related Items required to be withheld with respect to the Ordinary Shares in cash from the Participant’s regular salary and/or wages or any other amounts payable to the Participant, or carry out withholding of the Tax-Related Items via any other method contemplated in the rules of the Plan including withholding from proceeds of the sale of Ordinary Shares acquired pursuant to the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent). The Company may refuse to deliver any Ordinary Shares due upon settlement vesting of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedherein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. By accepting this grant of RSUs, the Participant expressly consents to the withholding of Ordinary Shares and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee, even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including the grant of the RSUsincluding, but not limited to, the vesting of the RSUsgrant, the settlement of RSUsvesting, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs such vesting and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenEmployee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the discretion obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Employee’s wages or other cash compensation payable to Employee by the Company and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Restricted Stock Units or other awards granted to Employee having a Fair Market Value equal to the amount required to be withheld; (iii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (iv) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, (i) shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld. Notwithstanding the foregoing, if Employee is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied by having the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable shares of Stock having a Fair Market Value equal to the amount required to be withheld from the shares of Stock to be delivered upon the vesting of the RSUs that have an aggregate fair market value sufficient Restricted Stock Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. In the event of over-withholding, Employee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded, Employee may seek a refund from the local tax authorities. In the event of under-withholding, Employee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon vesting of the Restricted Stock Units, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items required to be withheld Items. Employee will have no further rights with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined any shares of Stock that are retained by the Committee in accordance with the Plan and applicable law or (ii) the Participant will Company pursuant to this provision. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant As a condition to the RSUs and the receipt of any dividends or DERs and (iia) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect or (b) distribution of shares of Common Stock to the Ordinary Shares at the applicable minimum statutory rate or other withholding rateParticipant, including the maximum ratein both instances, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinapplicable, the Participant shall be deemed required to have been issued pay in cash, or to make other arrangements satisfactory to the full number Company to cover, the minimum amount of any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs (the “Withholdings”). Without limiting the foregoing, the Company, in its sole discretion, may (i) permit or require the Participant to satisfy such Withholdings by having shares of Ordinary Shares issuable upon vesting, notwithstanding Common Stock withheld by the Company from any shares of Common Stock that a number would have otherwise been delivered to the Participant in respect of the shares of Ordinary Shares is held back solely for RSUs hereunder and/or (ii) permit the purpose of paying the Tax-Related Items due as a result of Participant to also satisfy any federal, provincial, state, local and foreign tax obligations arising from the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if that are in excess of the Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant fails in respect of the RSUs hereunder, in an amount up to comply with his the maximum individual statutory rate for each applicable jurisdiction. Further, at the Company’s sole discretion, the Company can mandate that the Participant satisfy all or her part of its obligations in connection with to pay the Tax-Related Items as described herein Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and such Ordinary Shares will require that the proceeds of the sale be forfeitedconveyed by the broker directly to the Company. If the Participant is subject to taxation in more than one jurisdictionCompany makes this election, the Company in its sole discretion can further require the Participant acknowledges that to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Company or Securities Exchange Act of 1934 so as to permit the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken sale of such shares of Common Stock during periods where trading by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityParticipant would otherwise be restricted.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including the grant of the RSUsincluding, but not limited to, the vesting of the RSUsgrant, the settlement of RSUsvesting, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs such vesting and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenEmployee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the discretion obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Restricted Stock Units or other awards granted to Employee having a Fair Market Value equal to the amount required to be withheld; (iii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (iv) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, (i) shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld. Notwithstanding the foregoing, if Employee is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied by having the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable shares of Stock having a Fair Market Value equal to the amount required to be withheld from the shares of Stock to be delivered upon the vesting of the RSUs Restricted Stock Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Employee will receive a refund of any over-withheld amount and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon vesting of the Restricted Stock Units, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that have an aggregate fair market value sufficient to pay a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items required to be withheld Items. Employee will have no further rights with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined any shares of Stock that are retained by the Committee in accordance with the Plan and applicable law or (ii) the Participant will Company pursuant to this provision. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following upon the vesting of the RSUs, if the Participant’s country of residence (or and country of employmentservice, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall or its Affiliate may withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the Ordinary Shares at from director fees or any other amounts payable to the applicable minimum statutory rate Participant. In the event the withholding requirements are not satisfied through withholding from the Participant’s Director fees or any other withholding rateamounts payable to the Participant, including no Ordinary Shares will be issued to the maximum rate, Participant (or the Participant’s estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Committee in accordance with the Plan and applicable law or (iiCommittee) have been made by the Participant will with respect to the payment of any Tax-Related Items that the Company or its Affiliate determines, in its sole discretion, must be withheld or collected with respect to such RSUs. By accepting this grant of RSUs, the Participant expressly consents to the withholding of the Participant’s Director fees or other amounts payable to the Participant as provided for hereunder. Alternatively, at the sole discretion of the Company, the Participant may pay to the Company or the Employer its Affiliate any amount of Tax-Related Items that the Company or the Employer its Affiliate may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsShares. The Company may refuse to deliver any Ordinary Shares due upon settlement vesting of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedherein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer its Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer its Affiliate to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant As a condition to the RSUs and the receipt of any dividends or DERs and (iia) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect or (b) distribution of shares of Common Stock to the Ordinary Shares at the applicable minimum statutory rate or other withholding rateParticipant, including the maximum ratein both instances, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinapplicable, the Participant shall be deemed required to have been issued pay in cash, or to make other arrangements satisfactory to the full number Company to cover, the minimum amount of any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs (the “Withholdings”). Without limiting the foregoing, the Company, in its sole discretion, may (i) permit or require the Participant to satisfy such Withholdings by having shares of Ordinary Shares issuable upon vesting, notwithstanding Common Stock withheld by the Company from any shares of Common Stock that a number would have otherwise been delivered to the Participant in respect of the shares of Ordinary Shares is held back solely for RSUs hereunder and/or (ii) permit the purpose of paying the Tax-Related Items due as a result of Participant to also satisfy any federal, provincial, state, local and foreign tax obligations arising from the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if that are in excess of the Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant fails in respect of the RSUs hereunder, in an amount up to comply with his the maximum individual statutory rate for each applicable jurisdiction. Further, at the Company’s sole discretion, the Company can mandate that the Participant satisfy all or her part of its obligations in connection with to pay the Tax-Related Items as described herein Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and such Ordinary Shares will require that the proceeds of the sale be forfeitedconveyed by the broker directly to the Company. If the Participant is subject to taxation in more than one jurisdictionCompany makes this election, the Company in its sole discretion can further require the Participant acknowledges that to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Company or Exchange Act so as to permit the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken sale of such shares of Common Stock during periods where trading by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityParticipant would otherwise be restricted.

Withholding of Tax. Regardless of any action As a condition to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement PRSUs or (b) distribution of RSUs, the subsequent sale shares of any Ordinary Shares acquired pursuant Common Stock to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum ratein both instances, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinapplicable, the Participant shall be deemed required to pay in cash, or to make other arrangements satisfactory to the Company to cover, the minimum amount of any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs (the “Withholdings”). Without limiting the foregoing, the Company, in its sole discretion, may (i) permit or require the Participant to satisfy such Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been issued delivered to the full number Participant in respect of the PRSUs hereunder and/or (ii) permit the Participant to also satisfy any federal, provincial, state, local and foreign tax obligations arising from the vesting or settlement of the PRSUs that are in excess of the Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant in respect of the PRSUs hereunder, in an amount up to the maximum individual statutory rate for each applicable jurisdiction. Further, at the Company’s sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Ordinary Shares issuable upon vestingCommon Stock through a broker designated by the Company, notwithstanding and require that a number the proceeds of the shares of Ordinary Shares is held back solely for sale be conveyed by the purpose of paying broker directly to the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedCompany. If the Participant is subject to taxation in more than one jurisdictionCompany makes this election, the Company in its sole discretion can further require the Participant acknowledges that to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Company or Exchange Act so as to permit the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken sale of such shares of Common Stock during periods where trading by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityParticipant would otherwise be restricted.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsPerformance Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, 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. (b) Prior to any relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committee, following (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company, the Employer, or any Subsidiary; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Performance Units either through a voluntary sale or through a mandatory sale arranged by the Company shall (on Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be issued upon settlement of the Performance Units, provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold a sufficient number from proceeds of whole Ordinary Shares otherwise issuable the sale of Stock upon the vesting relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items in advance of any taxable or tax withholding event, as applicable. (c) Depending on the RSUs that withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have an aggregate fair market value sufficient no entitlement to pay the Stock equivalent. If the obligation for the Tax-Related Items required is satisfied by withholding in Stock, for tax purposes, Participant is deemed to be withheld with respect have been issued the full number of shares of Stock subject to the Ordinary Shares at vested Performance Units, notwithstanding that a number of shares of Stock are held back solely for the applicable minimum statutory rate or other withholding rate, including purpose of paying the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or Tax-Related Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means previously described in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsthis Section 3. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds from the sale of the RSUs Stock, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any action kind that the Company Company, in its good faith discretion, deems necessary to be withheld or its Affiliates remitted to comply with the Code and/or any other applicable law, rule or an Employer takes regulation with respect to any or all income tax (including U.S. federalthe PRSUs, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related if the withholding (the “Tax-Related Items”)requirement cannot be satisfied, the Participant acknowledges that Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the ultimate liability foregoing, if the Common Stock is not listed for all Tax-Related Items legally due by trading on a national exchange at the Participant is and remains time of vesting and/or settlement of the PRSUs, then at the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUselection, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect deliverable to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance Participant hereunder with the Plan and applicable law or (ii) the Participant will pay a Fair Market Value equal to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due total income and employment taxes imposed as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon and/or settlement of the RSUs if PRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the PRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the PRSU or disposition of the underlying shares of Common Stock and that the Participant fails has been advised, and hereby is advised, to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedconsult a tax advisor. If The Participant represents that the Participant is subject to taxation in more than one jurisdictionno manner relying on the Board, the Participant acknowledges that Committee, the Company or the Employer may be required to withhold any of its Affiliates or account any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax advice or an assessment of such tax consequences.

Withholding of Tax. As a condition to the grant and vesting of the Restricted Stock Units, Employee agrees that the Committee may make such provisions as it may deem appropriate for the withholding of any taxes, social contributions, hypothetical withholding or any other charges which it determines is required in connection with this award of Restricted Stock Units under tax laws or regulations or pursuant to Company business practices or policies, the holding or disposition of Stock, the receipt of dividends (if any) or otherwise in relation to the Restricted Stock Units or the Stock, and, unless otherwise approved by the Committee, the Company shall either (i) reduce the number of shares of Stock that would have otherwise been delivered to Employee by a number of shares of Stock having a Fair Market Value equal to the amount required to be withheld, or (ii) withhold the appropriate amount of any taxes, social contributions, hypothetical withholding or other charges or payments due in accordance with the Company's payroll procedures applicable to the Employee. Regardless of any action the Company or its Affiliates or an Employer takes employer may take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. such taxes), social insurancecontributions, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”)charges, the Participant Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant such amounts is and remains the Participant’s Employee's responsibility and may exceed the amount actually withheld. Employee further acknowledges that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do does not commit to and is under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Stock Units to reduce or eliminate the Participant’s Employee's liability for Tax-Related Itemssuch amounts or achieve any particular tax result. Prior Applicable laws may require varying Stock valuation methods for purposes of calculating any taxes, social contributions, or other charges, and Company assumes no responsibility or liability in relation to the delivery any such valuation or for any calculation or reporting of Ordinary Shares on income or following the vesting taxes, social contributions, or other charges that may be required of the RSUsEmployee under applicable laws. Also, if Employee has become subject to tax in more than one jurisdiction between the Participant’s country date of residence (or country grant and the date of employmentany relevant tax event, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items Employee acknowledges that the Company and/or employer (or the Employer former employer, as applicable) may be required or determine that it is appropriate to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation account for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation amounts in more than one jurisdiction, the Participant acknowledges that the Company including through deductions or the Employer may be required to withhold or account other charges for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityhypothetical withholding.

Withholding of Tax. Regardless The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs the Optionee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to the Optionee’s participation in the Plan and legally applicable to the Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Optionee further acknowledges that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Tax -Related Items in connection with any aspect of the RSUsStock Option, including the grant of the RSUsincluding, but not limited to, the vesting of the RSUsgrant, the settlement of RSUsvesting, exercise and the subsequent sale of any Ordinary Shares shares of Common Stock acquired pursuant to the RSUs such vesting and exercise and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Stock Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurther, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient Optionee is subject to pay the Tax-Related Items required to be withheld with respect to in more than one jurisdiction between the Ordinary Shares at Grant Date and the applicable minimum statutory rate date of any relevant taxable or other tax withholding rate, including the maximum rateevent, as determined by applicable, the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items Optionee acknowledges that the Company or and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax -Related Items in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by the Committee, the Company shall satisfy the obligations with regard to all Tax-Related Items by one or a result combination of the Participantfollowing: (i) withholding from the Optionee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate wages or other cash compensation paid to the Optionee by the Company and/or the Employer; (ii) withholding ratefrom the shares of Common Stock to be delivered upon settlement of the Stock Option or other awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, including if allowed by the maximum rateCommittee, shares of Common Stock. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Committee Company in accordance with good in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case the PlanOptionee will receive a refund of any over-withheld amount and will have no entitlement to the share equivalent. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinfrom the shares of Common Stock to be delivered upon vesting of the Stock Option, for tax purposes, the Participant shall be Optionee is deemed to have been issued the full number of shares of Ordinary Shares issuable upon vestingCommon Stock subject to the Stock Option, notwithstanding that a number of the shares of Ordinary Shares is Common Stock are held back solely for the purpose of paying the Tax-Tax- Related Items due as a result of the vesting or any other aspect of the RSUsItems. The Optionee will have no further rights with respect to any shares of Common Stock that are retained by the Company may refuse pursuant to deliver this provision. The Optionee agrees to pay to the Company or the Employer any Ordinary Shares due upon settlement amount of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Tax -Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items as a result of the Optionee’s participation in more than one jurisdictionthe Plan that cannot be satisfied by the means previously described. The Participant hereby consents Company may refuse to any action reasonably taken by issue or deliver shares of Common Stock or proceeds from the sale of shares of Common Stock until arrangements satisfactory to the Company and have been made in connection with the Employer to meet their obligation for Tax-Related Tax -Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless To the extent that the receipt of the Shares or the lapse of any restrictions thereon results in income to Employee for federal or state income tax purposes, Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if Employee fails to do so, the Company may elect to take such actions permitted under the Plan. Without limiting the generality of the foregoing, in such situation, the Company will be authorized to withhold from any cash or stock remuneration then or thereafter payable to Employee (including without limitation redeeming Shares that remain on deposit with the Company that have a Fair Market Value (as defined in the Plan) up to the minimum amount of withholding taxes required to be collected)[; provided, however, that unless payment in full of such amount is received by the Company on or prior to the date on which the amount of tax to be withheld shall be determined (“Tax Date”), Employee shall be deemed to have irrevocably elected to satisfy such payment obligation by electing to have the Company withhold from the distribution of Shares upon the lapse of restrictions thereon such number of Shares having a value up to the minimum amount of withholding taxes required to be collected on the transaction]. The value of any shares to be withheld shall be based on the Fair Market Value (as such term is defined in the Plan) of the Company’s common stock on the Tax Date. Notwithstanding any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the ParticipantEmployee’s responsibility and that the Company and its Affiliates or the Employer (ia) make makes no representations representation or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of, or lapse of the RSUsrestriction on, the vesting of the RSUs, the settlement of RSUs, Shares or the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs Shares; and (iib) do does not commit to structure the terms grant of the grant or any aspect of the RSUs Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by YUM! or if different, Participant’s employer (the Company or its Affiliates or an Employer takes with respect to any or “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by XXX! and/or the Employer. Participant further acknowledges that the Company and its Affiliates or YUM! and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsRestricted Stock Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (iib) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurthermore, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is or becomes subject to taxation tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event or tax withholding event, the as applicable, Participant acknowledges that the Company or YUM! 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. The Participant hereby consents . (b) Prior to any action reasonably taken by the Company and relevant taxable or tax withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to YUM! and/or the Employer to meet their obligation for satisfy all Tax-Related Items. All other In this regard, Participant authorizes YUM! and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with respect to Tax-Related Items related by one or a combination of the following (1) withholding from Participant’s wages or other cash compensation paid to Participant by YUM!, the Employer, or any Subsidiary of YUM!; or (2) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by YUM! (on Participant’s behalf pursuant to this authorization); or (3) withholding in Stock to be issued upon settlement of the Restricted Stock Units. (c) Depending on the withholding method, YUM! or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the RSUs and Stock equivalent. If the obligation for the Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (d) Participant shall pay to YUM! or the Employer any Ordinary Shares delivered in payment thereof are amount of Tax-Related Items that YUM! or the Employer may be required to withhold or account for as a result of Participant’s sole responsibilityparticipation in the Plan that cannot be satisfied by the means previously described in this Paragraph 3. YUM! may refuse to issue or deliver the Stock or the proceeds from the sale of Stock, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Withholding of Tax. Regardless You acknowledge that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, your employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and its Affiliates or and/or the Employer (i1) do not make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Units including, including but not limited to, the grant grant, vesting or payout of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs Performance Units; and (ii2) do not commit to structure the terms of the grant Performance Units or any aspect of the RSUs Performance Units to reduce or eliminate the Participant’s your liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenyou authorize the Company and/or your Employer or their respective agents, at the discretion of the Committeetheir discretion, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the satisfy any applicable withholding obligations with regard to all Tax-Related Items required by one or a combination of the following: (a) withholding from your wages or other cash compensation paid to be withheld with respect to you by the Ordinary Shares at Company and/or your Employer, or (b) withholding from the payout of the Performance Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rate withholding amounts or other applicable withholding raterates, including maximum applicable rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the maximum ratePerformance Units. You agree to pay the Company or the Employer, as determined including through withholding from your wages or other cash compensation paid to you by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s your participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to deliver the cash settlement or any Ordinary Shares due upon settlement other form of pay-out for the RSUs Performance Units, if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedItems. If Notwithstanding the Participant is subject preceding provisions of this Paragraph 6, your liability with respect to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents shall be subject to any action reasonably taken by the Company international tax assignment agreement then in effect between you and the Company, the Employer or any of their respective affiliates or any tax policies or procedures applicable to meet their obligation for Tax-Related Items. All other Tax-Related Items related to your home country, and in the RSUs event of any conflict between the terms of this Paragraph 6 and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityterms of such international tax assignment agreement or such tax policies or procedures, the terms of such international tax assignment agreement or such tax policies or procedures, as applicable, shall control.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following upon the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, then (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay pay, at the Participant’s election, the minimum or maximum Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares. The cash equivalent of any Ordinary Shares at withheld will be used to settle the applicable minimum statutory rate obligation to withhold the Tax-Related Items. In the event the withholding requirements are not satisfied through the withholding of Ordinary Shares by the Company or other withholding ratethrough the Participant’s payment of cash, including no Ordinary Shares will be issued to the maximum rate, Participant (or the Participant’s estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Committee Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in accordance its sole discretion, must be withheld or collected with the Planrespect to such RSUs. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. By accepting this grant of RSUs, the Participant expressly consents to the withholding of Ordinary Shares. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the PUP and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Share Units, including the grant of the RSUsincluding, but not limited to, the vesting of the RSUs, the settlement of RSUsgrant, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs shares of Stock acquired, and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Performance Share Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenEmployee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the discretion obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from Employee’s wages or other cash compensation payable to Employee by the Company and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Performance Share Units or other awards granted to Employee having a Fair Market Value equal to the amount required to be withheld; (iii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Performance Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without further consent); or (iv) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, (i) shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld. Notwithstanding the foregoing, if Employee is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations shall be satisfied by having the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable shares of Stock having a Fair Market Value equal to the amount required to be withheld from the shares of Stock to be delivered upon the vesting settlement of the RSUs that have an aggregate fair market value sufficient Performance Share Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates. In the event of over-withholding, Employee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock), or if not refunded, Employee may seek a refund from the local tax authorities. In the event of under-withholding, Employee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding from the shares of Stock to be delivered upon settlement of the Performance Share Units, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock subject to the Performance Share Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items required to be withheld Items. Employee will have no further rights with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined any shares of Stock that are retained by the Committee in accordance with the Plan and applicable law or (ii) the Participant will Company pursuant to this provision. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined PUP that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsOptions, including the grant of the RSUsOptions, the vesting of the RSUsOptions, the settlement exercise of RSUs, the Options and the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and exercise of the receipt of any dividends or DERs Options and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs Options to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement exercise of the RSUs Options if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedherein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. If no such action is taken then the Participant shall be deemed to have authorized the Company to sell or procure the sale of a sufficient amount of the Ordinary Shares subject to his Option on his behalf to ensure that the relevant Company or its Affiliates receives the amount required to discharge the Tax-Related Items and the number of Ordinary Shares subject to his or her Option shall be reduced accordingly. All other Tax-Related Items related to the RSUs Options and any Ordinary Shares delivered issued in payment thereof connection with the exercise of Options are the Participant’s sole responsibility.

Withholding of Tax. Regardless Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or its Affiliates or an Employer takes with respect to any or affiliated company that employs Employee (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurancecontributions, payroll tax, fringe benefits tax, payment on account account, hypothetical tax or other tax-related withholding items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company or the Employer in their discretion to be an appropriate charge to Employee even if legally applicable to the Company or the Employer (the “Tax-Related Items”), is and remains Employee’s responsibility and may exceed the Participant amount actually withheld by the Company or the Employer, if any. Employee further acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Shares, including the grant of the RSUsincluding, but not limited to, the vesting grant, vesting, issuance of the RSUs, the settlement shares of RSUsStock, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to under the RSUs Plan and the receipt of any dividends or DERs dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the delivery of Ordinary Shares on relevant taxable or following tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the vesting of Company and/or the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, then, at the discretion of unless otherwise approved by the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon satisfy the vesting of the RSUs that have an aggregate fair market value sufficient obligations with regard to pay the all Tax-Related Items by either (i) withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or the Employer or (ii) permitting Employee to tender to the Company cash (including check, bank draft or money order delivered to the Company’s Stock Plan Administrator) or, if allowed by the Committee, shares of Stock previously acquired by Employee having a Fair Market Value equal to the amount required to be withheld with respect to withheld. Depending on the Ordinary Shares at withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory rate or other withholding rate, including the maximum rate, rates (as determined by the Committee Company in accordance with good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Employee will receive a refund of any over-withheld amount and will have no entitlement to the Plan and applicable law or (ii) the Participant will share equivalent. Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsmeans previously described. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement shares of Stock or proceeds from the RSUs if sale of shares of Stock until arrangements satisfactory to the Participant fails to comply with his or her obligations Company have been made in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action As a condition to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement PRSUs or (b) distribution of RSUs, the subsequent sale shares of any Ordinary Shares acquired pursuant Common Stock to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum ratein both instances, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinapplicable, the Participant shall be deemed required to pay in cash, or to make other arrangements satisfactory to the Company to cover, the minimum amount of any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs (the “Withholdings”). Without limiting the foregoing, the Company, in its sole discretion, may (i) permit or require the Participant to satisfy such Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been issued delivered to the full number Participant in respect of the PRSUs hereunder and/or (ii) permit the Participant to also satisfy any federal, provincial, state, local and foreign tax obligations arising from the vesting or settlement of the PRSUs that are in excess of the Withholdings by having shares of Common Stock withheld by the Company from any shares of Common Stock that would have otherwise been delivered to the Participant in respect of the PRSUs hereunder, in an amount up to the maximum individual statutory rate for each applicable jurisdiction. Further, at the Company’s sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Ordinary Shares issuable upon vestingCommon Stock through a broker designated by the Company, notwithstanding and require that a number the proceeds of the shares of Ordinary Shares is held back solely for sale be conveyed by the purpose of paying broker directly to the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedCompany. If the Participant is subject to taxation in more than one jurisdictionCompany makes this election, the Company in its sole discretion can further require the Participant acknowledges that to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Company or Securities Exchange Act of 1934 so as to permit the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken sale of such shares of Common Stock during periods where trading by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityParticipant would otherwise be restricted.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior The Company and any Affiliate shall be entitled to the delivery of Ordinary Shares on or following the vesting of the RSUswithhold, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed obliged to have been issued pay, the full number amount of shares of Ordinary Shares issuable upon any tax, social insurance or social security contributions, payroll, fringe benefit or other taxes attributable to or payable in connection with or pursuant to the grant or any vesting, notwithstanding that exercise, release or assignment of any RSU. The Committee may establish appropriate procedures to provide for any such payments, including but not limited to (1) the deduction of such payment from the salary or bonuses or any other amounts due to a number Participant by the Company or any Affiliate at any time, and (2) by direct collection from the Participant at any time. The Participant authorizes the Company, any Affiliate to withhold any amounts from any cash payment due in respect of an RSU to obtain sufficient funds to enable the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result Company or any Affiliate to discharge any obligation it may have to pay tax, social insurance or social security contributions (including employer’s social security contributions or payment on account, where appropriate) or other tax liability obligation arising in respect of the vesting or any other aspect exercise of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related Award to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityrelevant revenue, tax or social insurance authorities.

Withholding of Tax. Regardless To the extent that the receipt of the Restricted Shares or Distributions or the lapse of any action Forfeiture Restrictions results in compensation income or wages to the Director for federal, state, local and/or foreign tax purposes, the Director shall deliver to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due Affiliate nominated by the Participant is Company at the time of such receipt or lapse, as the case may be, such amount of money or, if permitted by the Committee in its sole discretion, such number of shares of Common Stock as the Company or any Affiliate nominated by the Company may require to meet its obligation under applicable tax or social security laws or regulations, and remains if the Participant’s responsibility and that Director fails to do so, the Company and its Affiliates are authorized to withhold, or the Employer cause to be withheld, from any cash or stock remuneration (i) make no representations or undertakings regarding the treatment of including withholding any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Restricted Shares acquired pursuant or Earned Shares distributable to the RSUs and the receipt of any dividends Director under this Agreement) then or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior thereafter payable to the delivery of Ordinary Shares on Director an amount equal to any tax or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items social security required to be withheld with respect by reason of such resulting compensation income or wages, and to take such other action as may be necessary in the opinion of the Company to satisfy such withholding obligation. If Common Stock is used to pay all or part of such withholding tax obligation, the Fair Market Value of the Common Shares surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the maximum number of shares of Common Stock which may be withheld, surrendered or reduced shall be the number of shares of Common Stock which have a Fair Market Value on the date of surrender, withholding, or reduction equal to the Ordinary Shares at aggregate amount of such tax liabilities determined based on the applicable minimum statutory greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized (and which may be limited to flat rate withholding) without creating adverse accounting, tax or other withholding rate, including consequences to the maximum rateCompany or any of its Affiliates, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.its sole

Withholding of Tax. Regardless It shall be a condition to the obligation of any action ------------------ the Company or its Affiliates or to furnish shares of Common Stock upon exercise of an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer option (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and that Grantee (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if differentperson acting under Paragraph 4 above) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rateits designee, including the maximum rateupon its demand, as determined by the Committee in accordance with the Plan. If the obligation , such amount as may be demanded for the Participant’s Tax-Related Items is satisfied purpose of satisfying the Company's obligation to withhold federal, state, local or foreign income, employment or other taxes incurred by withholding Ordinary Shares reason of the exercise of the option or the transfer of shares thereupon (the "Tax Withholding Amount"), and (ii) that Grantee (or any person acting under Paragraph 4 above) provide the Company with any forms, documents or other information reasonably required by the Company in connection with the grant. In order to satisfy the condition of clause (i), upon approval by the Committee, Grantee may (a) make payment of the Tax Withholding Amount in United States dollars cash, (b) tender shares of Common Stock owned by Grantee which have a fair market value equal to the Tax Withholding Amount, such fair market value to be determined in such reasonable manner as described hereinmay be provided from time to time by the Committee or as may be required in order to comply with or conform to the requirements of any applicable or relevant laws or regulations, or (c) request that the Participant shall Company withhold from the shares of Common Stock to be deemed issued to have been issued the full Grantee the number of shares of Ordinary Shares issuable upon vestingwhich have a fair market value equal to the Tax Withholding Amount, notwithstanding that a number based on the fair market value of the shares of Ordinary Shares is held back solely Common Stock determined as set forth in clause (b), (d) make payment in such other form as the Committee may determine in its sole discretion, or (e) tender a combination of the forms of payment provided for above in clauses (a) through (d) of this Paragraph 6; provided, however, that any payment in the form of ------------------ shares of Common Stock owned by the Grantee or to be issued to the Grantee shall be made during the period beginning on the third business day following the date of release of the Company's quarterly or annual summary statements of sales and earnings and shall be made in accordance with the Company's policy regarding transactions involving the Company's securities. If the amount requested for the purpose of paying satisfying the Tax-Related Items due as a result of withholding obligation is not paid, the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due furnish shares of Common Stock upon settlement exercise of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityoption.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior The Company and any Affiliate shall be entitled to the delivery of Ordinary Shares on or following the vesting of the RSUswithhold, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed obliged to have been issued pay, the full number amount of shares of Ordinary Shares issuable upon any tax, social insurance or social security contributions, payroll, fringe benefit or other taxes attributable to or payable in connection with or pursuant to the grant or any vesting, notwithstanding that exercise, release or assignment of any RSU. The Committee may establish appropriate procedures to provide for any such payments, including but not limited to (1) the deduction of such payment from the salary or bonuses or any other amounts due to a number Participant by the Company or any Affiliate at any time, and (2) by direct collection from the Participant at any time. The Participant authorizes the Company, any Affiliate to withhold any amounts from any cash payment due in respect of an RSU to obtain sufficient funds to enable the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result Company or any Affiliate to discharge any obligation it may have to pay tax, social insurance or social security contributions (including employer’s social security contributions or payment on account, where appropriate) or other tax liability obligation arising in respect of the vesting or any other aspect exercise of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related Award to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.relevant revenue, tax or social insurance authorities

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the aPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH 30, 2020 4814-1158-0345, v. 1 Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any action kind that the Company Company, in its good faith discretion, deems necessary to be withheld or its Affiliates remitted to comply with the Code and/or any other applicable law, rule or an Employer takes regulation with respect to any or all income tax (including U.S. federalthe PRSUs, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related if the withholding (the “Tax-Related Items”)requirement cannot be satisfied, the Participant acknowledges that Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the ultimate liability foregoing, if the Common Stock is not listed for all Tax-Related Items legally due by trading on a national exchange at the Participant is and remains time of vesting and/or settlement of the PRSUs, then at the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUselection, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect deliverable to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance Participant hereunder with the Plan and applicable law or (ii) the Participant will pay a Fair Market Value equal to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due total income and employment taxes imposed as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon and/or settlement of the RSUs if PRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the PRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the PRSU or disposition of the underlying shares of Common Stock and that the Participant fails has been advised, and hereby ‌ ​ is advised, to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedconsult a tax advisor. If The Participant represents that the Participant is subject to taxation in more than one jurisdictionno manner relying on the Board, the Participant acknowledges that Committee, the Company or the Employer may be required to withhold any of its Affiliates or account any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax advice or an assessment of such tax consequences.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) aPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH 30, 2020 4853-0382-8921, v. 1 the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company or the Participant’s Employer, as applicable, shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of aPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH 16, 2020 Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless To the extent that the receipt, vesting or settlement of any action the Company PRSUs results in compensation income or its Affiliates or an Employer takes with respect wages to any or all income tax (including U.S. the Participant for federal, state and state, local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”)and/or foreign tax purposes, the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant other tax obligations relating to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to PRSUs, which arrangements include the delivery of Ordinary Shares on cash or following the vesting cash equivalents, Common Stock (including previously owned Common Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the RSUsamount of shares otherwise issuable or delivered pursuant to this Agreement), if other property, or any other legal consideration the Participant’s country Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of residence previously owned Common Stock, the maximum number of shares of Common Stock that may be so withheld (or country of employment, if differentsurrendered) requires withholding of Tax-Related Items, then, at shall be the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting shares of the RSUs Common Stock that have an aggregate fair market value sufficient Fair Market Value on the date of withholding or surrender equal to pay the Tax-Related Items required to aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be withheld utilized without creating adverse accounting treatment for the Company with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum ratePRSUs, as determined by the Committee Committee. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in accordance with cash to the Plan Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the PRSUs or disposition of the underlying shares and applicable law or (ii) that the Participant will pay has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting an Affiliate or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax consequences.

Withholding of Tax. To the extent that the grant or vesting of the Award results in the receipt of compensation by you with respect to which the Company or a Subsidiary has a tax withholding obligation pursuant to applicable law the Company shall withhold a number of shares of Stock that would otherwise be delivered on vesting that have an aggregate Fair Market Value that does not exceed the amount of taxes to be withheld to meet your tax withholding obligations, unless you, at your option, deliver to the Company or the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its withholding obligations in lieu of the withholding of shares. No delivery of shares of Stock shall be made under this Agreement until the applicable tax withholding requirements of the Company or Subsidiary have been satisfied in full. Regardless of any action the Company or its Affiliates or an Employer Subsidiary that employs you takes with respect to any or all income tax (including U.S. federal, state and local taxes or and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Participant you is and remains the Participant’s your responsibility and that the Company and its Affiliates or the Employer Subsidiary that employs you (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsAward, including the grant of the RSUsAward, the vesting of the RSUsAward, the settlement of RSUsthe Award into shares of Stock or the receipt of an equivalent cash payment, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs and the receipt of any dividends or DERs Award; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs Award to reduce or eliminate the Participant’s your liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s If your country of residence (or and/or the country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion Company or Subsidiary may withhold a portion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Stock otherwise issuable upon the vesting of the RSUs Award that have an aggregate fair market value Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld by the Company or Subsidiary with respect to the Ordinary Shares at shares of Stock. The cash equivalent of the applicable minimum statutory rate shares withheld will be used to settle the obligation to withhold the Tax-Related Items. No fractional shares of Stock will be withheld or other withholding rateissued pursuant to the grant of the Award and the issuance of shares of Stock hereunder. Alternatively, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer Subsidiary may, in its discretion, withhold any amount of Tax-Related Items that the Company or the Employer may be required necessary to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying pay the Tax-Related Items due as a result from your salary or other amounts payable to you, with no withholding in shares of Stock. In the vesting event the withholding requirements are not satisfied through the withholding of shares of Stock or, through your salary or any other aspect amounts payable to you, no shares of the RSUs. The Company may refuse Stock will be issued to deliver any Ordinary Shares due upon you (or your estate) in settlement of the RSUs if Award unless and until satisfactory arrangements (as determined by the Participant fails Company) have been made by you with respect to comply with his or her obligations in connection with the payment of any Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that which the Company or Subsidiary determines, in its sole discretion, must be withheld or collected with respect to such Award. By accepting this Award you expressly consent to the Employer may be required to withhold or account withholding of shares of Stock and/or cash as provided for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Itemshereunder. All other Tax-Related Items related to the RSUs Award and any Ordinary Shares shares of Stock delivered in payment thereof are the Participant’s your sole responsibility.. – 3 –

Withholding of Tax. Regardless To the extent that the receipt, vesting or exercise of any action this Option results in compensation income or wages to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. Participant for federal, state and state, local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”)and/or foreign tax purposes, the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsother tax obligations relating to this Option, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to which arrangements include the delivery of Ordinary Shares on cash or following the vesting cash equivalents, Common Stock (including previously owned Common Stock, net exercise, a broker-assisted sale, or other cashless withholding or reduction of the RSUsamount of shares otherwise issuable or delivered pursuant to this Option), if other property, or any other legal consideration the Participant’s country Committee deems appropriate. If such tax obligations are satisfied through net exercise or the surrender of residence previously owned Common Stock, the maximum number of shares of Common Stock that may be so withheld (or country of employment, if differentsurrendered) requires withholding of Tax-Related Items, then, at shall be the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting shares of the RSUs Common Stock that have an aggregate fair market value sufficient Fair Market Value on the date of withholding or surrender equal to pay the Tax-Related Items required to aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be withheld utilized without creating adverse accounting treatment for the Company with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum ratethis Option, as determined by the Committee Committee. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in accordance with cash to the Plan Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or exercise of this Option or disposition of the underlying shares and applicable law or (ii) that the Participant will pay has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting an Affiliate or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax consequences.

Withholding of Tax. Regardless The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any action kind that the Company Company, in its good faith discretion, deems necessary to be withheld or its Affiliates remitted to comply with the Code and/or any other applicable law, rule or an Employer takes regulation with respect to any or all income tax (including U.S. federalthe TRSUs, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related if the withholding (the “Tax-Related Items”)requirement cannot be satisfied, the Participant acknowledges that Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the ultimate liability foregoing, if the Common Stock is not listed for all Tax-Related Items legally due by trading on a national exchange at the Participant is and remains time of vesting and/or settlement of the TRSUs, then at the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUselection, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect deliverable to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance Participant hereunder with the Plan and applicable law or (ii) the Participant will pay a Fair Market Value equal to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due total income and employment taxes imposed as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon and/or settlement of the RSUs if TRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the TRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the TRSU or disposition of the underlying shares of Common Stock and that the Participant fails has been advised, and hereby is advised, to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedconsult a tax advisor. If The Participant represents that the Participant is subject to taxation in more than one jurisdictionno manner relying on the Board, the Participant acknowledges that Committee, the Company or the Employer may be required to withhold any of its Affiliates or account any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax advice or an assessment of such tax consequences.

Withholding of Tax. To the extent that the grant or vesting of Restricted Stock Units results in the receipt of compensation by you with respect to which the Company or a Subsidiary has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by you that are acceptable to the Company or such Subsidiary, which, with the consent of the Company (or the Committee if you are subject to Section 16(b) of the Exchange Act), may include withholding a number of Shares that would otherwise be delivered on vesting that have an aggregate Fair Market Value that does not exceed the amount of taxes to be withheld, you shall deliver to the Company or the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its withholding obligations under such applicable law. No delivery of shares of Stock shall be made under this Agreement until you have paid or made arrangements approved by the Company or the Subsidiary to satisfy in full the applicable tax withholding requirements of the Company or Subsidiary. Regardless of any action the Company or its Affiliates or an Employer Subsidiary that employs you takes with respect to any or all income tax (including U.S. federal, state and local taxes or and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by the Participant you is and remains the Participant’s your responsibility and that the Company and its Affiliates or the Employer Subsidiary that employs you (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsAward, including the grant of the RSUsAward, the vesting of the RSUsAward, the settlement of RSUsthe Award into shares of Stock or the receipt of an equivalent cash payment, the subsequent sale of any Ordinary Shares shares of Stock acquired pursuant to the RSUs and the receipt of any dividends or DERs Award; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs Award to reduce or eliminate the Participant’s your liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s If your country of residence (or and/or the country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion Company or Subsidiary may withhold a portion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Stock otherwise issuable upon the vesting of the RSUs Award that have an aggregate fair market value Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld by the Company or Subsidiary with respect to the Ordinary Shares at shares of Stock. The cash equivalent of the applicable minimum statutory rate shares withheld will be used to settle the obligation to withhold the Tax-Related Items. No fractional shares of Stock will be withheld or other withholding rateissued pursuant to the grant of the Award and the issuance of shares of Stock hereunder. Alternatively, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer Subsidiary may, in its discretion, withhold any amount of Tax-Related Items that the Company or the Employer may be required necessary to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying pay the Tax-Related Items due as a result from your salary or other amounts payable to you, with no withholding in shares of Stock. In the vesting event the withholding requirements are not satisfied through the withholding of shares of Stock or, through your salary or any other aspect amounts payable to you, no shares of the RSUs. The Company may refuse Stock will be issued to deliver any Ordinary Shares due upon you (or your estate) in settlement of the RSUs if Award unless and until satisfactory arrangements (as determined by the Participant fails Company) have been made by you with respect to comply with his or her obligations in connection with the payment of any Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that which the Company or Subsidiary determines, in its sole discretion, must be withheld or collected with respect to such Award. By accepting this Award you expressly consent to the Employer may be required to withhold or account withholding of shares of Stock and/or cash as provided for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Itemshereunder. All other Tax-Related Items related to the RSUs Award and any Ordinary Shares shares of Stock delivered in payment thereof are the Participant’s your sole responsibility.

Withholding of Tax. Regardless To the extent that the receipt of the Restricted Shares or Distributions or the lapse of any action Forfeiture Restrictions results in compensation income or wages to the Employee for federal, state, local or foreign tax purposes, the Employee shall deliver to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due Affiliate nominated by the Participant is Company at the time of such receipt or lapse, as the case may be, such amount of money or, if permitted by the Committee in its sole discretion, shares of Common Stock as the Company or any Affiliate nominated by the Company may require to meet its obligation under applicable tax or social security laws or regulations, and remains if the Participant’s responsibility and that Employee fails to do so, the Company and its Affiliates are authorized to withhold, or the Employer cause to be withheld, from any cash or stock remuneration (i) make no representations or undertakings regarding the treatment of including withholding any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Restricted Shares acquired pursuant or Earned Shares distributable to the RSUs and the receipt of any dividends Employee under this Agreement) then or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior thereafter payable to the delivery of Ordinary Shares on Employee an amount equal to any tax or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items social security required to be withheld with respect by reason of such resulting compensation income or wages, and to take such other action as may be necessary in the opinion of the Company to satisfy such withholding obligation. If Common Stock is used to pay all or part of such withholding tax obligation, the Fair Market Value of the Common Shares surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the maximum number of shares of Common Stock which may be withheld, surrendered or reduced shall be the number of shares of Common Stock which have a Fair Market Value on the date of surrender, withholding, or reduction equal to the Ordinary Shares at aggregate amount of such tax liabilities determined based on the applicable minimum statutory greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized (and which may be limited to flat rate withholding) without creating adverse accounting, tax or other withholding rate, including consequences to the maximum rateCompany or any of its Affiliates, as determined by the Committee in accordance with its sole discretion. The Employee acknowledges and agrees that none of the Plan and applicable law or (ii) Board, the Participant will pay to Committee, the Company or any of its Affiliates have made any representation or warranty as to the Employer any amount of Tax-Related Items that tax consequences to the Company or the Employer may be required to withhold Employee as a result of the Participant’s participation in receipt of the Plan Restricted Shares or Distributions, the lapse of any Forfeiture Restrictions or the Participant’s acquisition forfeiture of Ordinary any of the Restricted Shares at pursuant to this Agreement. The Employee represents that the applicable minimum statutory rate or other withholding rate, including Employee is in no manner relying on the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinBoard, the Participant shall be deemed to have been issued Committee, the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting Company or any other aspect of the RSUsits Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Company may refuse to deliver Employee represents that the Employee has consulted with any Ordinary Shares due upon settlement of tax consultants that the RSUs if the Participant fails to comply with his or her obligations Employee deems advisable in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If issuance of the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityRestricted Shares.

Withholding of Tax. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-tax- related withholding items related to the Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant ) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs PSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs PSUs to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurther, if the Participant’s country of residence Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or country former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) To satisfy any withholding obligations of employment, if different) requires withholding of the Company and/or the Employer with respect to Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall will withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have PSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer, (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) and/or (iii) requiring the Participant to tender a cash payment to the Company or an aggregate fair market value sufficient to pay Affiliate in the amount of the Tax-Related Items required Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld with respect to satisfy Rule 16b-3 of the Ordinary Shares at Exchange Act) determines, in advance of the applicable minimum statutory rate or other withholding rateevent, including the maximum rate, as determined by the Committee that one of such withholding methods will be used in accordance with the Plan and applicable law or lieu of withholding Shares. (iic) the Participant will pay to the The Company or the Employer any amount of may withhold for Tax-Related Items that the Company by considering applicable statutory withholding amounts or the Employer may be required to withhold as a result of other applicable withholding rates, including maximum applicable rates in the Participant’s participation jurisdiction(s), in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, which case the Participant shall be deemed may receive a refund of any over-withheld amount in cash and will have no entitlement to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsequivalent amount in Shares. The Company may refuse to issue or deliver any Ordinary the Shares due upon settlement or the proceeds of the RSUs sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant ) is and remains the Participant’s responsibility and may exceed 103534 5 the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs PSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs PSUs to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurther, if the Participant’s country of residence Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or country former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) To satisfy any withholding obligations of employment, if different) requires withholding of the Company and/or the Employer with respect to Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall will withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have PSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer, (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) and/or (iii) requiring the Participant to tender a cash payment to the Company or an aggregate fair market value sufficient to pay Affiliate in the amount of the Tax-Related Items required Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld with respect to satisfy Rule 16b-3 of the Ordinary Shares at Exchange Act) determines, in advance of the applicable minimum statutory rate or other withholding rateevent, including the maximum rate, as determined by the Committee that one of such withholding methods will be used in accordance with the Plan and applicable law or lieu of withholding Shares. (iic) the Participant will pay to the The Company or the Employer any amount of may withhold for Tax-Related Items that the Company by considering applicable statutory withholding amounts or the Employer may be required to withhold as a result of other applicable withholding rates, including maximum applicable rates in the Participant’s participation jurisdiction(s), in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, which case the Participant shall be deemed may receive a refund of any over-withheld amount in cash and will have no entitlement to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsequivalent amount in Shares. The Company may refuse to issue or deliver any Ordinary the Shares due upon settlement or the proceeds of the RSUs sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any action kind that the Company Company, in its good faith discretion, deems necessary to be withheld or its Affiliates remitted to comply with the Code and/or any other applicable law, rule or an Employer takes regulation with respect to any or all income tax (including U.S. federalthe TRSUs, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related if the withholding (the “Tax-Related Items”)requirement cannot be satisfied, the Participant acknowledges that Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the ultimate liability foregoing, if the Common Stock is not listed for all Tax-Related Items legally due by trading on a national exchange at the Participant is and remains time of vesting and/or settlement of the TRSUs, then at the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUselection, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect deliverable to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance Participant hereunder with the Plan and applicable law or (ii) the Participant will pay a Fair Market Value equal to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due total income and employment taxes imposed as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon and/or settlement of the RSUs if TRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the TRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the TRSU or disposition of the underlying shares of Common Stock and that the Participant fails has been advised, and hereby is advised, to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedconsult a tax advisor. If The Participant represents that the Participant is subject to taxation in more than one jurisdictionno manner relying on the Board, the Participant acknowledges that Committee, the Company or the Employer may be required to withhold any of its Affiliates or account any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, ‌ ​ bankers, lenders, prospective lenders and financial representatives) for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax advice or an assessment of such tax consequences.

Withholding of Tax. Regardless To the extent that the receipt of the Restricted Shares or the lapse of any action Forfeiture Restrictions results in compensation income or wages to the Employee for federal, state, local or foreign tax purposes, the Employee shall deliver to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due Affiliate nominated by the Participant is Company at the time of such receipt or lapse, as the case may be, such amount of money or, if permitted by the Committee in its sole discretion, shares of Common Stock, as the Company or any Affiliate nominated by the Company may require to meet its minimum obligation under applicable tax or social security laws or regulations, and remains if the Participant’s responsibility and that Employee fails to do so, the Company and its Affiliates are authorized to withhold, or the Employer to cause to be withheld, from any cash or stock remuneration (i) make no representations or undertakings regarding the treatment of including withholding any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Restricted Shares acquired pursuant or Earned Shares distributable to the RSUs and the receipt of any dividends Employee under this Agreement) then or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior thereafter payable to the delivery of Ordinary Shares on Employee an amount equal to any tax or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items social security required to be withheld with respect by reason of such resulting compensation income or wages, and to take such other action as may be necessary in the Ordinary Shares at opinion of the applicable minimum statutory rate or other Company to satisfy such withholding rateobligation. The Employee acknowledges and agrees that none of the Board, including the maximum rateCommittee, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or any of its Affiliates have made any representation or warranty as to the Employer any amount of Tax-Related Items that tax consequences to the Company or the Employer may be required to withhold Employee as a result of the Participant’s participation in receipt of the Plan Restricted Shares, the lapse of any Forfeiture Restrictions or the Participant’s acquisition forfeiture of Ordinary any of the Restricted Shares at pursuant to the applicable minimum statutory rate or other withholding rate, including Forfeiture Restrictions. The Employee represents that he is in no manner relying on the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinBoard, the Participant shall be deemed to have been issued Committee, the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting Company or any other aspect of the RSUsits Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Company may refuse to deliver Employee represents that he has consulted with any Ordinary Shares due upon settlement of tax consultants that the RSUs if the Participant fails to comply with his or her obligations Employee deems advisable in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityRestricted Shares.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsPerformance Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsPerformance Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, 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. (b) Prior to any relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committee, following (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company, the Employer, or any Subsidiary; (ii) cash payment by the Participant, (iii) net settlement by authorizing the Company shall to withhold whole shares of Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of settlement, equal to the amount necessary to satisfy the Tax-Related Items; (iv) the Participant irrevocably authorizing a third party to sell shares of Stock (or a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting portion of the RSUs that have an aggregate fair market value shares) acquired upon settlement of the Award and remit to the Company a sufficient portion of the sale proceeds to pay the Tax-Related Items, or (v) any other means approved by the Committee and permitted under applicable law; provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold from proceeds of the sale of Stock upon the relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items required to be withheld with respect to in advance of any taxable or tax withholding event, as applicable. (c) Depending on the Ordinary Shares at withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory rate withholding rates or other applicable withholding raterates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the maximum rateStock equivalent. If the obligation for the Tax-Related Items is satisfied by withholding in Stock, as determined by for tax purposes, Participant is deemed to have been issued the Committee in accordance with full number of shares of Stock subject to the Plan and applicable law or vested Performance Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means previously described in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsthis Section 3. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds from the sale of the RSUs Stock, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless To the extent that the receipt, vesting, settlement or exercise of any action this Option results in compensation income or wages to Recipient for federal, state, local and/or foreign tax purposes, Recipient shall make arrangements satisfactory to the Company or its Affiliates or an Employer takes with respect for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to any or all income tax (including U.S. federalthis Option, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to which arrangements include the delivery of Ordinary Shares on cash or following the vesting cash equivalents, Common Stock (including previously owned Common Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the RSUsshares of Common Stock otherwise issuable or delivered pursuant to this Award), if other property, or any other legal consideration the Participant’s country Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of residence previously owned Common Stock, the number of shares of Common Stock that may be so withheld (or country of employment, if differentsurrendered) requires withholding of Tax-Related Items, then, at shall be the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting shares of the RSUs Common Stock that have an aggregate fair market value sufficient Fair Market Value on the date of withholding or surrender equal to pay the Tax-Related Items required to aggregate amount of such tax liabilities determined based on the minimum withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be withheld utilized without creating adverse accounting, tax or other consequences for the Company with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum ratethis Option, as determined by the Committee Committee. Recipient acknowledges that there may be adverse tax consequences upon the receipt, vesting, settlement or exercise of this Option or disposition of the underlying shares of Common Stock and that Recipient has been advised, and hereby is advised, to consult a tax advisor. Recipient represents that he is in accordance with no manner relying on the Plan and applicable law or (ii) Board, the Participant will pay to Committee, the Company or the Employer any amount of Tax-Related Items that the Company its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. No exercise of this Option shall be effective until Recipient (or the Employer may be required person entitled to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rateexercise this Option, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken applicable) has made arrangements approved by the Company and to satisfy all applicable minimum tax withholding requirements of the Employer Company or, if applicable, any Affiliate of the Company with respect to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitythis Option.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsRestricted Stock Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (iib) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, 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. (b) Prior to any relevant taxable or tax withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committeefollowing (1) withholding from Participant’s wages or other cash compensation paid to Participant by Yum China, the Employer, or any Subsidiary of Yum China; or (i2) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company shall (on Participant’s behalf pursuant to this authorization); or (3) withholding in Stock to be issued upon settlement of the Restricted Stock Units, provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold a sufficient number from proceeds of whole Ordinary Shares otherwise issuable the sale of Stock upon the vesting relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items in advance of any taxable or tax withholding event, as applicable. (c) Depending on the RSUs that withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have an aggregate fair market value sufficient no entitlement to pay the Stock equivalent. If the obligation for the Tax-Related Items required is satisfied by withholding in Stock, for tax purposes, Participant is deemed to be withheld with respect have been issued the full number of shares of Stock subject to the Ordinary Shares at vested Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the applicable minimum statutory rate or other withholding rate, including purpose of paying the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or Tax-Related Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means previously described in accordance with this Paragraph 3. the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds from the sale of the RSUs Stock, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless To the extent that the receipt, vesting or settlement of any action the Company RSUs results in compensation income or its Affiliates or an Employer takes with respect wages to any or all income tax (including U.S. the Participant for federal, state and state, local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”)and/or foreign tax purposes, the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of other tax obligations relating to the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to which arrangements include the delivery of Ordinary Shares on cash or following the vesting cash equivalents, Common Stock (including previously owned Common Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the RSUsamount of shares otherwise issuable or delivered pursuant to this Agreement), if other property, or any other legal consideration the Participant’s country Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of residence previously owned Common Stock, the maximum number of shares of Common Stock that may be so withheld (or country of employment, if differentsurrendered) requires withholding of Tax-Related Items, then, at shall be the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting shares of the RSUs Common Stock that have an aggregate fair market value sufficient Fair Market Value on the date of withholding or surrender equal to pay the Tax-Related Items required to aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be withheld utilized without creating adverse accounting treatment for the Company with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rateRSUs, as determined by the Committee Committee. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in accordance with the Plan and applicable law or (ii) the Participant will pay cash to the Company or the Employer any amount of Tax-Related Items Participant.The Participant acknowledges that the Company or the Employer there may be required to withhold as a result of adverse tax consequences upon the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding ratereceipt, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if or disposition of the underlying shares and that the Participant fails has been advised, and hereby is advised, to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedconsult a tax advisor. If The Participant represents that the Participant is subject to taxation in more than one jurisdictionno manner relying on the Board, the Participant acknowledges that Committee, the Company or the Employer may be required to withhold an Affiliate or account any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax advice or an assessment of such tax consequences.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect may take that is related to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurancetax, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due owed by the Participant is and remains will remain the Participant’s responsibility and that the responsibility. The Company and its Affiliates or the Employer (ia) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of under the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs award and (iib) do does not commit to structure the terms or conditions of the grant or any aspect of the RSUs award to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior The Company or an Affiliate, as the case may be, has the right to deduct from payments of any kind otherwise due to the delivery Participant any federal, state, or local taxes of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items any kind required by law to be withheld (a) with respect to the Ordinary Shares at the applicable minimum statutory rate vesting of or other withholding ratelapse of restrictions applicable to the award, including (b) upon the maximum rateissuance of any Shares, as determined by the Committee or (c) otherwise due in accordance connection with the Plan and applicable law or (ii) award. At the time the tax obligation becomes due, the Participant will must pay to the Company or the Employer Affiliate, as the case may be, any amount of Tax-Related Items that the Company or Affiliate determines to be necessary to satisfy the Employer tax obligation. The Company or the Affiliate, as the case may be, may require or permit the Participant to satisfy the tax obligation, in whole or in part, (i) by causing the Company or Affiliate to withhold up to the maximum required number of Shares otherwise issuable to the Participant as may be required necessary to withhold as a result satisfy such tax obligation or (ii) by delivering to the Company or Affiliate Shares already owned by the Participant. The Shares so delivered or withheld must have an aggregate Fair Market Value equal to the tax obligation. The Fair Market Value of the Participant’s participation in Shares used to satisfy the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as tax obligation will be determined by the Committee in accordance with Company or the PlanAffiliate as of the date that the amount of tax to be withheld is to be determined. If To the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinextent applicable, the Participant shall be deemed may satisfy his or her tax obligation only with Shares that are not subject to have been issued the full number of shares of Ordinary Shares issuable upon any repurchase, forfeiture, unfulfilled vesting, notwithstanding that or other similar requirements. Any fraction of a number of Share required to satisfy tax obligations will be disregarded and the shares of Ordinary Shares is held back solely for amount due must be paid instead in cash by the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsParticipant. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if If the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdictionthis Section 8, the Company may refuse to issue or may reduce the number of any Shares otherwise required to be issued pursuant to this Agreement. The Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are is relying solely on the Participant’s sole responsibilityown advisors regarding the tax consequences of the RSUs.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsRestricted Stock Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, 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. (b) Prior to any relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committee, following (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company, the Employer, or any Subsidiary; (ii) cash payment by the Participant, (iii) net settlement by authorizing the Company shall to withhold whole shares of Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of settlement, equal to the amount necessary to satisfy the Tax-Related Items; (iv) the Participant irrevocably authorizing a third party to sell shares of Stock (or a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting portion of the RSUs that have an aggregate fair market value shares) acquired upon settlement of the Award and remit to the Company a sufficient portion of the sale proceeds to pay the Tax-Related Items, or (v) any other means approved by the Committee and permitted under applicable law; provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold from proceeds of the sale of Stock upon the relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items required to be withheld with respect to in advance of any taxable or tax withholding event, as applicable. (c) Depending on the Ordinary Shares at withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory rate withholding rates or other applicable withholding raterates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the maximum rateStock equivalent. If the obligation for the Tax-Related Items is satisfied by withholding in Stock, as determined by for tax purposes, Participant is deemed to have been issued the Committee in accordance with full number of shares of Stock subject to the Plan and applicable law or vested Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means previously described in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsthis Section 3. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds from the sale of the RSUs Stock, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by YUM! or if different, Participant’s employer (the Company or its Affiliates or an Employer takes with respect to any or “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by YUM! and/or the Employer. Participant further acknowledges that the Company and its Affiliates or YUM! and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsRestricted Stock Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (iib) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurthermore, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is or becomes subject to taxation tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event or tax withholding event, the as applicable, Participant acknowledges that the Company or YUM! 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. The Participant hereby consents . (b) Prior to any action reasonably taken by the Company and relevant taxable or tax withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to YUM! and/or the Employer to meet their obligation for satisfy all Tax-Related Items. All other In this regard, Participant authorizes YUM! and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with respect to Tax-Related Items related by one or a combination of the following (1) withholding from Participant’s wages or other cash compensation paid to Participant by YUM!, the Employer, or any Subsidiary of YUM!; or (2) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by YUM! (on Participant’s behalf pursuant to this authorization); or (3) withholding in Stock to be issued upon settlement of the Restricted Stock Units. (c) Depending on the withholding method, YUM! or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the RSUs and Stock equivalent. If the obligation for the Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (d) Participant shall pay to YUM! or the Employer any Ordinary Shares delivered in payment thereof are amount of Tax-Related Items that YUM! or the Employer may be required to withhold or account for as a result of Participant’s sole responsibilityparticipation in the Plan that cannot be satisfied by the means previously described in this Paragraph 3. YUM! may refuse to issue or deliver the Stock or the proceeds from the sale of Stock, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsany Stock Appreciation Rights, including but not limited to, the grant grant, vesting or exercise of the RSUs, the vesting of the RSUs, the settlement of RSUsStock Appreciation Rights, the subsequent sale of any Ordinary Shares Stock acquired pursuant to under the RSUs Plan and the receipt of any dividends or DERs dividends; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs a Stock Appreciation Rights to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, 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. (b) Prior to any relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committee, following: (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company, the Employer, or any Subsidiary; (ii) cash payment by the Participant, (iii) net settlement by authorizing the Company shall to withhold whole shares of Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy the Tax-Related Items; (iv) the Participant irrevocably authorizing a third party to sell shares of Stock (or a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting portion of the RSUs that have an aggregate fair market value shares) acquired upon exercise of the Award and remit to the Company a sufficient portion of the sale proceeds to pay the Tax-Related Items, or (v) any other means approved by the Committee and permitted under applicable law; provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold from proceeds of the sale of Stock upon the relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items required to be withheld with respect to in advance of any taxable or tax withholding event, as applicable. (c) Depending on the Ordinary Shares at withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory rate withholding rates or other applicable withholding raterates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the maximum rateStock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Stock, as determined by for tax purposes, Participant is deemed to have been issued the Committee in accordance with full number of shares of Stock subject to the Plan and applicable law or exercised Stock Appreciation Rights, notwithstanding that a number of shares are held back solely for the purpose of paying the Tax-Related Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means described in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsthis Section 4. The Company may refuse to honor the exercise and refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds of the RSUs sale of Stock if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items related to the Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant ) is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Phantom RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs ; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Phantom RSUs to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurther, if the Participant’s country of residence Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or country former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) To satisfy any withholding obligations of employment, if different) requires withholding of the Company and/or the Employer with respect to Tax-Related Items, thenthe Company will withhold Shares or cash otherwise issuable upon vesting of the Phantom RSUs. Alternatively, or in addition, in connection with any applicable withholding event, the Participant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their obligations, if any, with regard to all Tax-Related Items by one or a combination of the Committee, following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company shall withhold a sufficient number or the Employer, (ii) withholding from proceeds of whole Ordinary the sale of Shares otherwise issuable acquired upon the vesting of the Phantom RSUs that have either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent) and/or (iii) requiring the Participant to tender a cash payment to the Company or an aggregate fair market value sufficient to pay Affiliate in the amount of the Tax-Related Items required Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, the withholding methods described in this Section 8(b)(i), (ii), and (iii) will only be used if the Committee (as constituted to be withheld with respect to satisfy Rule 16b-3 of the Ordinary Shares at Exchange Act) determines, in advance of the applicable minimum statutory rate or other withholding rateevent, including the maximum rate, as determined by the Committee that one of such withholding methods will be used in accordance with the Plan and applicable law or lieu of withholding Shares. (iic) the Participant will pay to the The Company or the Employer any amount of may withhold for Tax-Related Items that the Company by considering applicable statutory withholding amounts or the Employer may be required to withhold as a result of other applicable withholding rates, including maximum applicable rates in the Participant’s participation jurisdiction(s), in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, which case the Participant shall be deemed may receive a refund of any over-withheld amount in cash and will have no entitlement to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsequivalent amount in Shares. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement the Shares, the proceeds of the RSUs sale of Shares or an equivalent cash amount, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior The Company and any Affiliate shall be entitled to the delivery of Ordinary Shares on or following the vesting of the RSUswithhold, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed obliged to have been issued pay, the full number amount of shares of Ordinary Shares issuable upon any tax, social insurance or social security contributions, payroll, fringe benefit or other taxes attributable to or payable in connection with or pursuant to the grant or any vesting, notwithstanding that exercise, release or assignment of any RSU. The Committee may establish appropriate procedures to provide for any such payments, including but not limited to (1) the deduction of such payment from the salary or bonuses or any other amounts due to a number Participant by the Company or any Affiliate at any time, and (2) by direct collection from the Participant at any time. The Participant authorises the Company, any Affiliate to withhold any amounts from any cash payment due in respect of an RSU to obtain sufficient funds to enable the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result Company or any Affiliate to discharge any obligation it may have to pay tax, social insurance or social security contributions (including employer’s social security contributions or payment on account, where appropriate) or other tax liability obligation arising in respect of the vesting or any other aspect exercise of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related Award to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityrelevant revenue, tax or social insurance authorities.

Withholding of Tax. Regardless The Participant agrees and acknowledges that the Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any action kind that the Company Company, in its good faith discretion, deems necessary to be withheld or its Affiliates remitted to comply with the Code and/or any other applicable law, rule or an Employer takes regulation with respect to any or all income tax (including U.S. federalthe TRSUs, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related if the withholding (the “Tax-Related Items”)requirement cannot be satisfied, the Participant acknowledges that Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Without limiting the ultimate liability foregoing, if the Common Stock is not listed for all Tax-Related Items legally due by trading on a national exchange at the Participant is and remains time of vesting and/or settlement of the TRSUs, then at the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUselection, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number shares of whole Ordinary Shares Common Stock otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect deliverable to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance Participant hereunder with the Plan and applicable law or (ii) the Participant will pay a Fair Market Value equal to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due total income and employment taxes imposed as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon and/or settlement of the RSUs if TRSUs. If any tax withholding amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld or surrendered shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such ‌ ​ tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to the TRSUs, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of the TRSU or disposition of the underlying shares of Common Stock and that the Participant fails has been advised, and hereby is advised, to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeitedconsult a tax advisor. If The Participant represents that the Participant is subject to taxation in more than one jurisdictionno manner relying on the Board, the Participant acknowledges that Committee, the Company or the Employer may be required to withhold any of its Affiliates or account any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilitytax advice or an assessment of such tax consequences.

Withholding of Tax. Regardless To the extent that the receipt of the Restricted Shares or Distributions or the lapse of any action Forfeiture Restrictions results in compensation income or wages to the Director for federal, state, local or foreign tax purposes, the Director shall deliver to the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due Affiliate nominated by the Participant is Company at the time of such receipt or lapse, as the case may be, such amount of money or, if permitted by the Committee in its sole discretion, shares of Common Stock as the Company or any Affiliate nominated by the Company may require to meet its obligation under applicable tax or social security laws or regulations, and remains if the Participant’s responsibility and that Director fails to do so, the Company and its Affiliates are authorized to withhold, or the Employer cause to be withheld, from any cash or stock remuneration (i) make no representations or undertakings regarding the treatment of including withholding any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Restricted Shares acquired pursuant or Earned Shares distributable to the RSUs and the receipt of any dividends Director under this Agreement) then or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. Prior thereafter payable to the delivery of Ordinary Shares on Director an amount equal to any tax or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items social security required to be withheld with respect by reason of such resulting compensation income or wages, and to take such other action as may be necessary in the opinion of the Company to satisfy such withholding obligation. If Common Stock is used to pay all or part of such withholding tax obligation, the Fair Market Value of the Common Shares surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the maximum number of shares of Common Stock which may be withheld, surrendered or reduced shall be the number of shares of Common Stock which have a Fair Market Value on the date of surrender, withholding, or reduction equal to the Ordinary Shares at aggregate amount of such tax liabilities determined based on the applicable minimum statutory greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized (and which may be limited to flat rate withholding) without creating adverse accounting, tax or other withholding rate, including consequences to the maximum rateCompany or any of its Affiliates, as determined by the Committee in accordance with its sole discretion. The Director acknowledges and agrees that none of the Plan and applicable law or (ii) Board, the Participant will pay to Committee, the Company or any of its Affiliates have made any representation or warranty as to the Employer any amount of Tax-Related Items that tax consequences to the Company or the Employer may be required to withhold Director as a result of the Participant’s participation in receipt of the Plan Restricted Shares or Distributions, the lapse of any Forfeiture Restrictions or the Participant’s acquisition forfeiture of Ordinary any of the Restricted Shares at pursuant to this Agreement. The Director represents that the applicable minimum statutory rate or other withholding rate, including Director is in no manner relying on the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described hereinBoard, the Participant shall be deemed to have been issued Committee, the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting Company or any other aspect of the RSUsits Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Company may refuse to deliver Director represents that the Director has consulted with any Ordinary Shares due upon settlement of tax consultants that the RSUs if the Participant fails to comply with his or her obligations Director deems advisable in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If issuance of the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibilityRestricted Shares.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsany Stock Appreciation Rights, including but not limited to, the grant grant, vesting or exercise of the RSUs, the vesting of the RSUs, the settlement of RSUsStock Appreciation Rights, the subsequent sale of any Ordinary Shares Stock acquired pursuant to under the RSUs Plan and the receipt of any dividends or DERs dividends; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs a Stock Appreciation Rights to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Further, 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. (b) Prior to any relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committee, following: (i) withholding from Participant’s wages or other cash compensation paid to him or her by the Company shall and/or the Employer; or (ii) withholding from the proceeds of the sale of shares acquired upon exercise of a Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be issued upon exercise of the Stock Appreciation Right, provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold from proceeds of the sale of Stock upon the relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a sufficient particular method be used to satisfy any obligations for Tax-Related Items in advance of any taxable or tax withholding event, as applicable. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Participant is deemed to have been issued the full number of whole Ordinary Shares otherwise issuable upon shares of Stock subject to the vesting exercised Stock Appreciation Rights, notwithstanding that a number of shares are held back solely for the RSUs that have an aggregate fair market value sufficient to pay purpose of paying the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means described in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsthis Section 4. The Company may refuse to honor the exercise and refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds of the RSUs sale of Stock if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by the Company or its Affiliates or an Employer takes with respect to any or or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. Participant further acknowledges that the Company and its Affiliates or and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsRestricted Stock Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Furthermore, 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. (b) Prior to any relevant taxable, tax and/or social security contribution withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the delivery of Ordinary Shares on or following Company and/or the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Employer to satisfy all Tax-Related Items. In this regard, thenParticipant authorizes the Company and/or the Employer, or their respective agents, at the discretion their discretion, to satisfy their withholding obligations with respect to Tax-Related Items by one or a combination of the Committee, following (i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company, the Employer, or any Subsidiary; or (ii) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company shall (on Participant’s behalf pursuant to this authorization); or (iii) withholding in Stock to be issued upon settlement of the Restricted Stock Units, provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then Participant may elect the form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Participant’s timely election, the Company will withhold a sufficient number from proceeds of whole Ordinary Shares otherwise issuable the sale of Stock upon the vesting relevant taxable or tax withholding event, as applicable, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any obligations for Tax-Related Items in advance of any taxable or tax withholding event, as applicable. (c) Depending on the RSUs that withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have an aggregate fair market value sufficient no entitlement to pay the Stock equivalent. If the obligation for the Tax-Related Items required is satisfied by withholding in Stock, for tax purposes, Participant is deemed to be withheld with respect have been issued the full number of shares of Stock subject to the Ordinary Shares at vested Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the applicable minimum statutory rate or other withholding rate, including purpose of paying the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or Tax-Related Items. (iid) the Participant will shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined that cannot be satisfied by the Committee means previously described in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUsthis Section 3. The Company may refuse to issue or deliver any Ordinary Shares due upon settlement the Stock or the proceeds from the sale of the RSUs Stock, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.

Withholding of Tax. Regardless (a) Participant acknowledges that regardless of any action taken by YUM! or if different, Participant’s employer (the Company or its Affiliates or an Employer takes with respect to any or “Employer”), the ultimate liability for all income tax (including U.S. federal, state and local taxes or non-U.S. taxes)tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding items arising out of Participant’s participation in the Plan and legally applicable to Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by XXX! and/or the Employer. Participant further acknowledges that the Company and its Affiliates or YUM! and/or the Employer (ia) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUsRestricted Stock Units, including but not limited to, the grant grant, vesting or settlement of the RSUs, the vesting of the RSUs, the settlement of RSUsRestricted Stock Units, the subsequent sale of any Ordinary Shares Stock acquired under the Plan pursuant to the RSUs such settlement and the receipt of any dividends or DERs Dividend Equivalent Units; and (iib) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related ItemsItems or achieve any particular tax result. Prior to the delivery of Ordinary Shares on or following the vesting of the RSUsFurthermore, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan. If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs. The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is or becomes subject to taxation tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event or tax withholding event, the as applicable, Participant acknowledges that the Company or YUM! 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. The Participant hereby consents . (b) Prior to any action reasonably taken by the Company and relevant taxable or tax withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to YUM! and/or the Employer to meet their obligation for satisfy all Tax-Related Items. All other In this regard, Participant authorizes YUM! and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with respect to Tax-Related Items related by one or a combination of the following (1) withholding from Participant’s wages or other cash compensation paid to Participant by XXX!, the Employer, or any Subsidiary of YUM!; or (2) withholding from the proceeds of the sale of shares of Stock acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by YUM! (on Participant’s behalf pursuant to this authorization); or (3) withholding in Stock to be issued upon settlement of the Restricted Stock Units. (c) Depending on the withholding method, YUM! or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the RSUs and Stock equivalent. If the obligation for the Tax-Related Items is satisfied by withholding in Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (d) Participant shall pay to YUM! or the Employer any Ordinary Shares delivered in payment thereof are amount of Tax-Related Items that YUM! or the Employer may be required to withhold or account for as a result of Participant’s sole responsibilityparticipation in the Plan that cannot be satisfied by the means previously described in this Paragraph 3. YUM! may refuse to issue or deliver the Stock or the proceeds from the sale of Stock, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.