Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding As a condition precedent to the delivery to Grantee of any contrary provision Shares upon vesting of this Award Agreementthe Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, no certificate representing the Ordinary Shares will be issued to ParticipantGrantee shall, unless and until satisfactory arrangements (as determined upon request by the AdministratorCompany, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) will have been made by Participant with respect to the payment of incomeRestricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to such Ordinary Shares. Prior to vesting and/or settlement Restricted Stock Units by any of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory following means: (a) a cash payment to the Company; (b) delivery to the Company and/or Subsidiary (either actual delivery or other affiliate by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the Company employing date the obligation to withhold or retaining Participant pay taxes first arises in connection with the Restricted Stock Units (the “EmployerTax Date”), equal to the Required Tax Payments; (c) authorizing the Company to satisfy all withholding and payment obligations of Tax-Related Items withhold from the Shares otherwise to be delivered to Grantee upon the vesting of the Company and/or the Employer. In this regardRestricted Stock Units, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds a number of whole Shares having a Fair Market Value, determined as of the sale Tax Date, equal to the Required Tax Payments; or (d) any combination of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash), (b) electing and (c). Shares to be delivered or withheld may not have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to Fair Market Value in excess of the minimum amount required to be withheld, (c) selling of the Required Tax Payments. Any fraction of a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may Share which would be required to withhold or account for tax satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in more than one jurisdictioncash by Grantee. If Participant fails to make satisfactory arrangements for No Shares shall be delivered until the payment of Required Tax Payments have been satisfied in full. For any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest cash payments made pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are dueSection 9 hereof, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to shall withhold from such cash payments the CompanyRequired Tax Payments.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or employment and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary SharesShares so issuable. Prior Unless otherwise provided by the Committee prior to the vesting and/or settlement of Restricted Stock Units as set forth in the next sentence, the Participant shall satisfy such tax withholding obligations upon the vesting of the Performance Share UnitsRestricted Stock Units and issuance of Shares (or otherwise) by having the Company withhold from those Shares that the Participant would otherwise be entitled to receive, Participant will pay or make adequate arrangements satisfactory a number of Shares having a Fair Market Value equal to the Company and/or Subsidiary or other affiliate minimum statutory amount necessary to satisfy the Company’s applicable federal, state, local and foreign income and employment tax withholding obligations. In lieu of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding above, and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant subject to such procedures as it may specify from time to time, the Committee may permit or require the Participant to satisfy such Tax-Related Items, in whole tax withholding obligations upon the vesting of the Restricted Stock Units and issuance of Shares (or in part otherwise) by one or more of the following (without limitation) by ): (a) paying cash, (b) electing delivering to have the Company withhold otherwise deliverable Ordinary already vested and owned Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, or (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If the Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 Section C or 4 or Tax-Related Items related taxes are otherwise required to Performance Share Units otherwise are duebe withheld, the Participant will permanently forfeit such Performance Share Restricted Stock Units and any the right to receive Ordinary acquire any Shares thereunder with respect thereto, and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company. All income and other taxes related to the RSUs and any Shares delivered in payment thereof are the sole responsibility of the Participant.

Withholding of Taxes. Notwithstanding (i) The Company and its Subsidiaries shall withhold or deduct from any contrary provision of this Award Agreement, no certificate representing or all payments or amounts due to or held for the Ordinary Shares will be issued to Participant, unless whether due from the Company or any Subsidiary or held in the Participant's account at the Broker, an amount (the "Withholding Amount") equal to all taxes (including unemployment (including FUTA), social security and medical (including FICA), and other governmental charges of any kind as well as income and other taxes) required to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Restricted Shares (the "Withholding Requirement"). (ii) The Withholding Amount shall be determined by the Company and its Subsidiaries. (iii) The timing of withholding or deduction from such payments or amounts shall be determined by the Company and its Subsidiaries; provided, however, that, if such taxes are required to be paid to a tax or other governmental authority before such withholding or deduction is made, then the Company and its Subsidiaries shall pay such taxes when due as agent for the Participant and shall be entitled to reimbursement therefore from the Withholding Amount. (iv) The Company may restrict transfer of any or all of the vested Restricted Shares until satisfactory arrangements all Withholding Requirements are satisfied. (v) Unless the Participant has made or makes a timely election pursuant to Section 83(b) of the Internal Revenue Code of 1986, the Participant authorizes the Company and the Broker to: (A) sell, on his or her behalf and for his or her account, from time to time and at any time as the Company or the Broker may deem necessary, appropriate, convenient or expedient to satisfy each Withholding Requirement or to reimburse the Company and its Subsidiaries in respect thereof, a sufficient number of Restricted Shares (as determined by the AdministratorCompany or the Broker) will have been so that the net proceeds from such sale equal or exceed the applicable Withholding Amount; and (B) use the net proceeds to satisfy such Withholding Requirement (with any excess net proceeds to be paid to or deposited in an account of the Participant). (vi) If the Participant has made or makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, he or she shall immediately upon demand by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory a cash payment to the Company and/or Subsidiary equal to any Withholding Amount in respect thereof. (vii) In connection with any sale of Restricted Shares pursuant to this Section 4.4, the Participant agrees that: (A) such sale may be aggregated with sales of restricted stock granted to other participants under the Plan or other affiliate equity incentive plans; (B) such aggregated sales may be made from time to time in one or more installments at any time; (C) such aggregated sales may be made over time as the Company or the Broker may deem necessary, appropriate, convenient or expedient with a view toward avoidance or minimization of disruption of the market for the Common Stock, administrative convenience, minimization of costs and expenses or other factors; and (D) the net proceeds from such aggregated sales and the sale prices of the shares sold may be allocated among such Restricted Shares and other shares of restricted stock and the Participant and such other participants as the Company or the Broker may deem reasonable. (viii) The Participant understands that: (A) different Withholding Requirements may arise at different times based on time of delivery or vesting of Restricted Shares, tax elections or other factors; (B) different Withholding Requirements may be based on different values attributable to the Restricted Shares at such times or otherwise based on applicable tax laws, changes in the financial performance or prospects of the Company, changes in market or economic conditions or other factors; (C) it may not be practicable or permissible to sell Restricted Shares to satisfy each Withholding Requirement at the time due because of rules and requirements of the Broker, administrative rules and requirements of the Company, restrictions under the Company's insider trading and other compliance policies and procedures, potxxxxxx xxxxxxxxy for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, applicable securities, tax or other laws, applicable rules of any securities exchange or market, or other factors; and (D) as a result, Restricted Shares may be sold at times and values that differ, potentially significantly, from those applicable to such Withholding Requirement and that such differences can result in gains or losses, potentially significant, relative to those values and capital gains and losses for tax purposes in addition to the taxes described in Section 4.4(i). (ix) The Participant hereby appoints each officer and assistant officer of the Company employing to be the Participant's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (each, an "attorney-in-fact" and, together, the "attorneys-in-fact"), to take, cause to be taken and authorize the taking of any and all actions (including the giving of instructions to sell and the approval of confirmations), to incur, cause to be incurred and authorize the incurrence of any and all costs and expenses (including brokerage commissions), to undertake, cause to be undertaken and authorize the undertaking of any and all obligations and to execute, acknowledge, file, publish and deliver, cause to be executed, acknowledged, filed, published and delivered and authorize the execution, acknowledgement, filing, publication and delivery of any and all agreements, instruments and documents (including stock powers, account agreements and related documents, and wire transfer instructions) which such attorney-in-fact may deem necessary, appropriate, convenient or retaining Participant (expedient to sell Restricted Shares, on behalf and for the “Employer”) account of the Participant, to generate net proceeds to satisfy any and all withholding Withholding Requirements, to use net proceeds in satisfaction thereof and payment obligations to otherwise give effect to the intent and purposes of Tax-Related Items this Section 4.4, all in the name of the Company and/or the Employer. In this regardParticipant, Participant authorizes such attorney-in-fact, the Company and/or the Employer to withhold or any TaxSubsidiary and all at such times, in such manners, in such amounts, on such exchanges or markets, on such terms, through such brokers, dealers and accounts and otherwise as such attorney-Related Items legally payable by Participant from in-fact may determine in his or her wages sole and absolute discretion, and hereby grants to each attorney-in-fact the full power and authority to do any and all things necessary, convenient, expedient or appropriate in connection therewith. This power of attorney shall not be affected in any manner by reason of the execution, at any time, of other cash compensation paid to Participant powers of attorney by the Company and/or Participant in favor of persons other than the Employer attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or from proceeds incompetence of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant This power of attorney is subject to tax irrevocable and coupled with an interest and shall remain in more than one jurisdiction between effect until all Withholding Requirements have been fully and unconditionally satisfied. All persons dealing with any of the Date attorneys-in-fact named herein may assume that this power of Grant attorney has not been revoked and a date of any relevant taxable or tax withholding event, as applicable, may be relied upon. (x) The Participant acknowledges and agrees that neither the Company and/or Company, any Subsidiary, the Employer Broker nor any of their respective affiliates, control persons, directors, officers, employees, representatives or agents shall have any liability or obligation for any losses, damages, costs or expenses of any kind or under any theory arising out of or in connection with any action taken or omitted to be taken or any delay in taking any action pursuant to or contemplated by this Section 4.4 (including the determination of any Withholding Amount or former employer, as applicable) may be the time when any Withholding Requirement is required to withhold be satisfied or account any sale of or delay in selling or failure to sell or the price, terms or conditions of sale of any or all of the Restricted Shares), including any liability for tax any claim that the Participant could have made more or lost less in more than one jurisdictionconnection therewith or for any capital gain or loss due to the difference in time between the triggering of a Withholding Requirement and the resale of Restricted Shares in respect thereof or for violations of insider trading or other laws or for incurrence of liability for xxxxx-xxxxx xxxfits under Section 16(b) of the Securities Exchange Act of 1934, except to the extent that a court of competent jurisdiction determines by final and nonappealable judgment that any such losses, damages, costs or expenses resulted from actions taken or omitted to be taken by them in bad faith or from their gross negligence or willful misconduct. If Participant fails References in this Section 4.4 to make satisfactory arrangements for the "selling" and correlative terms include all activities related thereto, including placement and execution of sell orders, selection of brokers and dealers, delivery of share certificates, receipt of proceeds and payment of any Taxfees and commissions. (xi) The provisions hereof regarding sale of Restricted Shares to satisfy Withholding Requirements are also intended to constitute a trading plan within the meaning of Rule 10b5-Related Items hereunder at 1 under the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Securities Act of 1933. (xii) The Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder accepts this Agreement and the Performance Share Units will be returned Restricted Shares subject to, and agrees to assume, the limitations, risks and responsibilities inherent with respect to the Company at no cost to the CompanyRestricted Shares, including those mentioned in this Agreement.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. FurtherParticipant and, if Participant is subject to tax in more than one jurisdiction between until determined otherwise by the Date of Grant and a date of any relevant taxable or Company, this will be the method by which such tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionobligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding (a) Upon the applicable Issue Date, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of Shares, subject, however, to the Corporation’s collection of the applicable Withholding Taxes. The Corporation shall have the right to require the Participant to pay to the Corporation the amount of any contrary provision Withholding Taxes in respect of the Shares or to take whatever action it deems necessary to protect the interests of the Corporation in respect of such Withholding Tax liabilities, in accordance with this Award AgreementParagraph 7. (b) If the Participant is not a Section 16 Officer at the time such obligation for Withholding Taxes arises, no certificate representing the Ordinary Participant may elect to satisfy all or a portion of the Corporation’s obligation for Withholding Taxes in one or more of the following forms: (i) in cash or check made payable to the Corporation; (ii) by requesting that the Corporation withhold from the Shares will be issued otherwise deliverable to Participantthe Participant a number of whole Shares having a Fair Market Value as of the Issue Date, unless and until satisfactory arrangements (as not in excess of the amount of such Withholding Taxes determined by using the applicable minimum statutory withholding rates, or such other amount or rate determined by the AdministratorCorporation (the “Share Withholding Method”); or (iii) will have been made subject to compliance with applicable law and the Corporation’s xxxxxxx xxxxxxx policies, from proceeds of a same day or next-day sale of a portion of the Shares effected by Participant with respect the Corporation’s designated broker; the Participant’s acceptance of the Award shall constitute the Participant’s authorization to the payment broker to effect such sale. Notwithstanding the foregoing, if the Corporation’s obligations for Withholding Taxes are not satisfied by the Participant prior to the date on which the obligation for Withholding Taxes arises, and the Participant is not a Section 16 Officer at such time, the Corporation may satisfy the Corporation’s obligation for Withholding Taxes using the Share Withholding Method without further action by the Participant. (c) If the Participant is a Section 16 Officer at the time such obligation for Withholding Taxes arises, the Corporation shall satisfy the Corporation’s obligation for Withholding Taxes using the Share Withholding Method. (d) Notwithstanding the provisions of incomesubparagraphs (b) and (c) of this Paragraph 7, employmentthe employee portion of the federal, social insurancestate and local employment taxes required to be withheld by the Corporation in connection with the vesting of the RSUs (the “Employment Taxes”) shall in all events be collected from the Participant no later than the last business day of the calendar year in which the RSUs vest hereunder. Accordingly, payroll taxto the extent the Issue Date for one or more vested RSUs is to occur in a year subsequent to the calendar year in which those RSUs vest, fringe benefit taxthe Participant shall, payment on account or other tax-related items related before the last business day of the calendar year in which the RSUs vest, deliver to Participant’s participation the Corporation a check payable to its order in the Plan and legally applicable dollar amount equal to Participant (“Tax-Related Items”) which the Company determines must Employment Taxes required to be withheld with respect to such Ordinary Sharesthose RSUs. Prior The provisions of this Paragraph 7(d) shall be applicable only to vesting and/or the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v). (e) Except as otherwise provided in Paragraph 5, the settlement of all RSUs which vest under the Performance Share UnitsAward shall be made solely in shares of Common Stock. In no event, Participant will pay or make adequate arrangements satisfactory however, shall any fractional Shares be issued. Accordingly, the total number of Shares to be issued pursuant to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regardAward shall, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to extent necessary, be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal rounded down to the amount required next whole Share in order to be withheld, or (d) if Participant is avoid the issuance of a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companyfractional Share.

Withholding of Taxes. When Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance and social security and other requirements in connection with the Shares, including without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares, and (c) all other taxes or social insurance or social security liabilities or premium with respect to which the Employee has, or has agreed to bear, responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any such Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) any Tax Obligations which the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the maximum extent permitted by Applicable Law, the Company and/or Subsidiary (or the employing Subsidiary) has the right to retain without notice from salary or other affiliate of amounts payable to the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regardEmployee, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees Tax Obligations that the Company and/or determines cannot be satisfied through the Employer (withholding of otherwise deliverable Shares or former employer, as applicable) may be required that are due prior to withhold or account for tax in more than one jurisdictionthe issuance of Shares. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items All Tax Obligations related to Performance Share the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Units Award and any right to receive Ordinary Shares thereunder and delivered in payment thereof are the Performance Share Units will be returned sole responsibility of the Employee. By accepting this Award, the Employee expressly consents to the Company at no cost withholding of Shares and to the Companyany additional cash withholding as provided for in this paragraph 9.

Withholding of Taxes. When Shares are issued as payment for vested Performance Units or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Affiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U. S. for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such withholdings or remittances in advance of the arising of any remittance obligations to which the Employee has agreed or any withholding obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or any income and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares cash having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing Tax Obligations that the number Company determines cannot be satisfied through the withholding of Ordinary Shares otherwise deliverable Shares or that are due prior to Participantthe issuance of Shares under the Performance Units award. All Tax Obligations related to the Performance Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. Further, if Participant is subject to tax Employee shall be bound by any additional withholding requirements included in more than one jurisdiction between the Date Notice of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Notwithstanding As a condition precedent to the delivery to Grantee of any contrary provision Shares upon vesting of this Award Agreementthe Performance Shares, no certificate representing the Ordinary Shares will be issued to ParticipantGrantee shall, unless and until satisfactory arrangements (as determined upon request by the AdministratorCompany, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) will have been made by Participant with respect to the payment of incomePerformance Shares. If Grantee shall fail to advance the Required Tax Payments after request by the Company, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to such Ordinary Grantee or withhold Shares. Prior Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Performance Shares (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold from the Shares otherwise to be delivered to Grantee upon the vesting and/or settlement of the Performance Share UnitsShares, Participant will pay or make adequate arrangements satisfactory a number of whole Shares having a Fair Market Value, determined as of the Tax Date, equal to the Company and/or Subsidiary Required Tax Payments; or other affiliate (d) any combination of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash), (b) electing and (c). Shares to be delivered or withheld may not have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to Fair Market Value in excess of the minimum amount required to be withheld, (c) selling of the Required Tax Payments. Any fraction of a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may Share which would be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit satisfy such Performance Share Units and any right to receive Ordinary Shares thereunder an obligation shall be disregarded and the Performance Share Units will remaining amount due shall be returned to paid in cash by Grantee. No Shares shall be delivered until the Company at no cost to the CompanyRequired Tax Payments have been satisfied in full.

Withholding of Taxes. Notwithstanding As a condition precedent to the delivery to Grantee of any contrary provision Shares upon vesting of this Award Agreementthe Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, no certificate representing the Ordinary Shares will be issued to ParticipantGrantee shall, unless and until satisfactory arrangements (as determined upon request by the AdministratorCompany, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) will have been made by Participant with respect to the payment of incomeRestricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to such Ordinary Shares. Prior to vesting and/or settlement any Restricted Stock Units by any of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory following means: (a) a cash payment to the Company; (b) delivery to the Company and/or Subsidiary (either actual delivery or other affiliate by attestation procedures established by the Company) of previously owned whole Shares having a Fair Market Value, determined as of the Company employing date the obligation to withhold or retaining Participant pay taxes first arises in connection with the Restricted Stock Units (the “EmployerTax Date”), equal to the Required Tax Payments; (c) authorizing the Company to satisfy all withholding and payment obligations of Tax-Related Items withhold from the Shares otherwise to be delivered to Grantee upon the vesting of the Company and/or the Employer. In this regardRestricted Stock Units, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds a number of whole Shares having a Fair Market Value, determined as of the sale Tax Date, equal to the Required Tax Payments; or (d) any combination of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash), (b) electing and (c). Shares to be delivered or withheld may not have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to Fair Market Value in excess of the minimum amount required to be withheld, (c) selling of the Required Tax Payments. Any fraction of a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may Share which would be required to withhold or account for tax satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in more than one jurisdictioncash by Grantee. If Participant fails to make satisfactory arrangements for No Shares shall be delivered until the payment of Required Tax Payments have been satisfied in full. For any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest cash payments made pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are dueSection 9 hereof, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to shall withhold from such cash payments the CompanyRequired Tax Payments.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all taxes, including withholding taxes, arising out of this Award Agreementgrant or the vesting of Restricted Shares hereunder. In the event that the Corporation is required to withhold taxes as a result of the grant or vesting or subsequent sale of Shares hereunder, no certificate representing the Ordinary Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Shares will be issued to Participantfor which the Restricted Period has expired or other Common Shares owned by the Grantee, unless and until satisfactory arrangements (having a fair market value, as determined by the AdministratorCorporation on the last day of the Restricted Period equal to the amount of such taxes, or (ii) will have been made by Participant make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the time the restrictions on the Restricted Shares lapse, unless the Corporation, in its sole discretion, has established alternative procedures for such payment. If the number of shares required to cover all applicable withholding taxes and required social security/insurance contributions includes a fractional share, then Grantee shall deliver cash in lieu of such fractional share. All matters with respect to the payment total amount to be withheld shall be determined by the Corporation in its sole discretion. (b) Regardless of income, employmentany action the Corporation takes with respect to any or all income tax, social security/insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant withholding (“Tax-Related Items”) which ), the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of Grantee acknowledges and agrees that the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy ultimate liability for all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable due by Participant from his or her wages or other cash compensation paid to Participant by him is and remains the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion Grantee’s responsibility and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Corporation (i) makes no representations nor undertakings regarding the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment treatment of any Tax-Related Items hereunder at in connection with any aspect of this grant of Restricted Shares, including the time grant, vesting or release, the subsequent sale of Shares and receipt of any applicable Performance Share Units otherwise are scheduled dividends; and (ii) does not commit to vest pursuant structure the terms or any aspect of this grant of Restricted Shares to Sections 3 reduce or 4 or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Corporation any amount of Tax-Related Items that the Corporation may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Shares that cannot be satisfied by the means previously described above in Section 10(a). The Corporation may refuse to deliver the Shares related thereto if the Grantee fails to Performance Share Units otherwise are duecomply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Grantee will notify the Corporation in writing if he or she files an election pursuant to Section 83(b) of the Code. The Grantee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, Participant will permanently forfeit such Performance Share Units and any right which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to receive Ordinary Shares thereunder and this Agreement, the Performance Share Units will Grant Date. This time period cannot be returned to extended. The Grantee acknowledges that timely filing of a Section 83(b) election is the Company at no cost to the CompanyGrantee’s sole responsibility.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Restricted Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Restricted Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Restricted Share Units otherwise are due, Participant will permanently forfeit such Performance Restricted Share Units and any right to receive Ordinary Shares thereunder and the Performance Restricted Share Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or employment and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior If Participant fails to vesting and/or settlement make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the Performance Share Unitstime any applicable RSUs otherwise are scheduled to vest, Participant will pay or make adequate arrangements satisfactory permanently forfeit such RSUs and any right to receive Shares thereunder and the RSUs will be returned to the Company and/or Subsidiary or other affiliate of at no cost to the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the EmployerCompany. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cashcash or remitting a check, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a fair market value equal to the amount required to be withheld, (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (de) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheldcombination thereof. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units RSUs otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are duevest, Participant will permanently forfeit such Performance Share Units RSUs and any right to receive Ordinary Shares thereunder and the Performance Share Units RSUs will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. FurtherParticipant and, if Participant is subject to tax in more than one jurisdiction between until determined otherwise by the Date of Grant and a date of any relevant taxable or Company, this will be the method by which such tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionobligations are satisfied. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Prior to any contrary provision event in connection with the Award (e.g., vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social security tax obligation (the “Tax Withholding Obligation”), the Recipient must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. The Recipient's acceptance of this Award Agreement, no certificate representing constitutes his or her instruction and authorization to the Ordinary Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Recipient's behalf a whole number of Shares from those Shares issuable to the Recipient as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. Such Shares will be issued sold on the day the Tax Withholding Obligation arises (e.g., the Vesting Date) or as soon thereafter as practicable. The Recipient will be responsible for all broker’s fees and other costs of sale, and he or she agrees to Participant, unless indemnify and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which hold the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Unitsharmless from any losses, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regardcosts, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternativelydamages, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant expenses relating to any such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheldsale. To the extent determined appropriate by the proceeds of such sale exceed the Recipient's Tax Withholding Obligation, the Company agrees to pay such excess in its discretion, it will have cash to the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares Recipient through payroll or otherwise deliverable to Participantas soon as practicable. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant The Recipient acknowledges and agrees that the Company and/or or its designee is under no obligation to arrange for such sale at any particular price, and that the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment proceeds of any Tax-Related Items hereunder at such sale may not be sufficient to satisfy the time any applicable Performance Share Units otherwise are scheduled Recipient's Tax Withholding Obligation. Accordingly, the Recipient agrees to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned pay to the Company at no cost to or any of its Subsidiaries as soon as practicable, including through additional payroll withholding, any amount of the CompanyTax Withholding Obligation that is not satisfied by the sale of Shares described above.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Unitsany relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) Employer to satisfy all withholding and payment obligations of Tax-Related Items Tax Obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold any Tax-Related Items legally payable satisfy the obligations with regard to all Tax Obligations by Participant one or more of the following methods: (i) withholding from his or her Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or Employer; (ii) withholding from proceeds of the sale of Ordinary SharesShares acquired upon exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant; (iii) withholding otherwise deliverable Shares with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of Tax Obligations that the Company and/or the Employer is required to withhold; and/or (iv) if Participant is a U.S. taxpayer, by surrender of other Shares with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the amount of any Tax Obligations. Alternatively, or in additionaddition to the withholding methods above, if permissible under applicable local lawApplicable Laws, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemshis or her obligations for Tax Obligations, in whole or in part (without limitation) by (a) paying cash, (b) electing delivery of cash or check to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to or the minimum amount required to be withheldEmployer. Depending on the method of withholding, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Obligations by considering minimum or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a cash refund of any over-withheld amount not remitted to applicable tax authorities on Participant’s behalf and Participant will have no entitlement to receive the equivalent amount in more than one jurisdictionShares. If the obligation for Tax Obligations is satisfied by withholding in Shares, for tax purposes, Participant fails is deemed to make satisfactory arrangements have been issued the full number of Shares subject to the portion of this Option that was exercised, notwithstanding that a number of the Shares are held back solely for the payment purpose of any Tax-Related Items hereunder at paying the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyTax Obligations.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value Fair Market Value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to ParticipantParticipant [and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied]. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Grant Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share UnitsPSUs, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units PSUs otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Units PSUs otherwise are due, Participant will permanently forfeit such Performance Share Units PSUs and any right to receive Ordinary Shares thereunder and the Performance Share Units PSUs will be returned to the Company at no cost to the Company.

Withholding of Taxes. (a) Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will of Restricted Stock may be issued released from the escrow established pursuant to ParticipantSection 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement release from escrow of the Performance Share UnitsShares of Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value Fair Market Value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4 4, at the time Participant files a timely 83(b) Election with the IRS, or the Tax-Related Items related to Performance Share Units the Shares of Restricted Stock otherwise are due, Participant will permanently forfeit such Performance Share Units Shares of Restricted Stock to which Participant’s Tax-Related Items relate and any right to receive Ordinary Shares thereunder and the Performance Share Units such Shares of Restricted Stock will be returned to the Company at no cost to the Company. (b) Participant understands that Section 83 of the Code taxes as ordinary income the difference between the purchase price, if any, for the Shares and the Fair Market Value of the Shares as of each vesting date. If Participant is a U.S. taxpayer, Participant understands that Participant may elect, for purposes of U.S. tax law, to be taxed at the time the Shares are granted rather than when such Shares vest by filing an election under Section 83(b) of the Code (the “83(b) Election”) with the IRS within thirty (30) days from the Date of Grant of the Award of Shares of Restricted Stock. Initials: Date:

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or Employer, (c) electing to have the Company withhold otherwise deliverable Ordinary Shares having upon vesting of the Restricted Stock with a fair market value Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the minimum applicable amount of any Tax‑Related Items required to be withheld, (c) selling delivering to the Company already vested and owned Shares having a sufficient number Fair Market Value equal to the amount required to be withheld, or (d) withholding from proceeds of such Ordinary the sale of Shares otherwise deliverable to Participant upon the vesting of the Restricted Stock, through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise and whether through a voluntary sale or through a mandatory sale arranged by the Company on Participant’s behalf pursuant to this authorization and without further consent from Participant), with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount of any Tax‑Related Items required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations Tax‑Related Items by reducing the number of Shares otherwise deliverable to Participant. Depending on the withholding method, and notwithstanding the foregoing, the Company may withhold or account for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Furtherconsidering applicable minimum statutory withholding rates or other applicable withholding rates, if including maximum applicable rates, in which case Participant is subject to tax in more than one jurisdiction between the Date of Grant and may receive a date refund of any relevant taxable or tax withholding event, as applicable, Participant acknowledges over-withheld amount in cash and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned have no entitlement to the Company at no cost to the Companyequivalent amount in Shares.

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Ordinary Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Administrator) will have been made by Participant with respect to remit to the payment of incomeCompany, employmentan amount sufficient to satisfy all applicable federal, social insurancestate, payroll tax, fringe benefit tax, payment on account or other tax-related items related to local and foreign taxes (including the Participant’s participation in the Plan and legally applicable tax obligation) required by Applicable Law to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement any taxable event arising from the grant of the Performance Share UnitsOption. At the Company’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to may satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Class A Ordinary Shares otherwise deliverable to Participant through such means be delivered with a Fair Market Value (as defined in the Company may determine in its sole discretion (whether through a broker or otherwisePlan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) if Participant is a U.S. employee, delivering paying the amount of the tax withholding obligation directly to the Company already vested and owned Ordinary Shares having a fair market value equal to in cash. If the amount required to be withheld. To Administrator determines that the extent determined appropriate by Participant has not satisfied or performed his or her tax obligations, then the Company in its discretionAdministrator has the right, it will have the right (but not the obligation, to suspend the vesting of the Option (the “Suspended Period”) to satisfy any obligations for Tax-Related Items by reducing commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Class A Ordinary Shares underlying the Option may otherwise deliverable to Participant. Furthervest under the original vesting schedule shall be postponed, if Participant is subject to tax in more than one jurisdiction between each case, by the Date same number of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees days that elapse during the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. When Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Affiliate) will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which any Tax Obligations that the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares cash having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing Tax Obligations that the number Company determines cannot be satisfied through the withholding of Ordinary Shares otherwise deliverable Shares or that are due prior to Participantthe issuance of Shares under the Restricted Stock Units. All Tax Obligations related to the Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. Further, if Participant is subject to tax Employee shall be bound by any additional withholding requirements included in more than one jurisdiction between the Date Notice of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Grant Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by the Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or employment and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary SharesShares so issuable. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorThe Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part by one or more of the following (without limitation) by ): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between If the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 Section C or 4 or Tax-Related Items related taxes are otherwise required to Performance Share Units otherwise are duebe withheld, the Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary acquire any Shares thereunder and with respect thereto the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company. All income and other taxes related to the RSUs and any Shares delivered in payment thereof are the sole responsibility of the Participant.

Withholding of Taxes. Notwithstanding On or before the time Participant receives a distribution of the Shares subject to the Award, or at any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (time thereafter as determined requested by the Administrator) will have been made by Company, Participant hereby authorizes any required withholding from the Common Stock issuable to Participant and/or otherwise agrees to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate which arise in connection with respect the Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the payment Award by any of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account the following means or other tax-related items related to Participant’s participation in the Plan and legally applicable by a combination of such means: (i) withholding from any compensation otherwise payable to Participant by the Company; (ii) causing Participant to tender a cash payment; (iii) permitting or requiring Participant to enter into a “Taxsame day sale” commitment with a broker-Related Itemsdealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) which the Company determines must be withheld with respect whereby Participant irrevocably elects to such Ordinary Shares. Prior to vesting and/or settlement sell a portion of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory Shares to be delivered in connection with the Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or Subsidiary its Affiliates; (iv) withholding Shares from the Shares issued or other affiliate otherwise issuable to Participant in connection with the Award with a Fair Market Value (measured as of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid date Shares are issued to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseSection 5) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to be withheld, supplemental taxable income; or (dv) if any other method permitted by Applicable Law. Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to Participant is a U.S. employee, delivering any Common Stock. In the event the Company’s obligation to withhold arises prior to the Company already vested and owned Ordinary Shares having a fair market value equal delivery to Participant of Common Stock or it is determined after the delivery of Common Stock to Participant that the amount required of the Company’s withholding obligation was greater than the amount withheld by the Company, Participant agrees to be withheld. To indemnify and hold the extent determined appropriate Company harmless from any failure by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companyproper amount.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Unitsany relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) Employer to satisfy all withholding and payment obligations of Tax-Related Items Tax Obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold any Tax-Related Items legally payable satisfy the obligations with regard to all Tax Obligations by Participant one or more of the following methods: (i) withholding from his or her Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or Employer; (ii) withholding from proceeds of the sale of Ordinary SharesShares released from the escrow established pursuant to Section 2, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant; and/or (iii) by withholding Shares that would otherwise be released from the escrow established pursuant to Section 2 with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any Tax Obligations required to be withheld. Alternatively, or in additionaddition to the withholding methods above, if permissible under applicable local lawApplicable Laws, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemshis or her obligations for Tax Obligations, in whole or in part (without limitation) by (a) paying cash, (b) electing delivery of cash or check to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to or the minimum amount required to be withheldEmployer. Depending on the method of withholding, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Obligations by considering minimum or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a cash refund of any over-withheld amount not remitted to applicable tax authorities on Participant’s behalf and Participant will have no entitlement to receive the equivalent amount in more than one jurisdictionShares. If the obligation for Tax Obligations is satisfied by withholding in Shares, for tax purposes, Participant fails is deemed to make satisfactory arrangements have received the full number of Shares released from the escrow established pursuant to Section 2, notwithstanding that a number of the Shares are held back solely for the payment purpose of any Tax-Related Items hereunder at paying the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyTax Obligations.

Withholding of Taxes. Notwithstanding The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Performance Shares that have an aggregate market value sufficient to pay the minimum applicable federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the employing Parent or Subsidiary) with respect to the Shares (the “Minimum Withholding Amount”) or require E*TRADE or the applicable broker utilized by the Company to sell on the market a portion of this Award Agreement, no certificate representing the Ordinary Shares that have an aggregate market value sufficient to pay the Minimum Withholding Amount (a “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time. No fractional Shares will be withheld, sold to cover the Minimum Withholding Amount or issued pursuant to Participantthe grant of Performance Shares and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company, in its sole discretion, through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Instead of or in combination with the foregoing withholding methods, the Company (or the employing Parent or Subsidiary) may, in its discretion, require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the employing Parent or Subsidiary) in the form of cash, check or other cash equivalent, and/or may withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, in each case with no or reduced withholding or Sell to Cover of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares or the Sell to Cover (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be made to the Grantee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or any income and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld or collected with respect to such Ordinary Performance Shares. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding or Sell to Covers as provided for in this paragraph 9. All income and other taxes related to the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to award and any Shares delivered in payment thereof are the Company and/or Subsidiary or other affiliate sole responsibility of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) withholding from any cash compensation paid to Participant by the Company, (c) electing to have the Company withhold otherwise deliverable Ordinary Shares having upon vesting of the Restricted Stock Units with a fair market value Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the minimum applicable amount of any Tax‑Related Items required to be withheld, (c) selling delivering to the Company already vested and owned Shares having a sufficient number Fair Market Value equal to the amount required to be withheld, or (d) withholding from proceeds of such Ordinary the sale of Shares acquired upon vesting of the Restricted Stock Units, otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise and whether through a voluntary sale or through a mandatory sale arranged by the Company on Participant’s behalf pursuant to this authorization and without further consent from Participant), with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount of any Tax‑Related Items required to be withheld. To Depending on the extent determined appropriate by withholding method, and notwithstanding the foregoing, the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations may withhold or account for Tax-Related Items by reducing 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 equivalent amount in Shares. If the obligation for Tax‑Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date vested Restricted Stock Units, notwithstanding that a number of Grant and a date the Shares are held back solely for purposes of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that paying the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyTax‑Related Items.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing The Company shall not deliver the Ordinary cash or Shares will be issued to Participant, otherwise issuable in payment for vested Restricted Stock Units unless and until satisfactory arrangements (as determined by the Administrator) will have been Grantee has made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all applicable withholding tax obligations. Unless and payment until otherwise provided by the Company, any such withholding tax obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant shall be satisfied by the Company and/or (or the Employer Parent or from proceeds Subsidiary to which the Grantee provides service) withholding or causing to have withheld a portion of the sale cash or Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value or amount that is sufficient to pay the applicable federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the Parent or Subsidiary to which the Grantee provides service) with respect to the cash or Shares or requiring E*TRADE or the applicable broker utilized by the Company to sell on the market a portion of Ordinary Sharesthe Shares that have an aggregate market value sufficient to pay the applicable withholding tax obligations (a “Sell to Cover”). Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and Any Sell to Cover arrangement shall be pursuant to such procedures as it may specify terms specified by the Company from time to time. To avoid any negative accounting treatment, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company or E*TRADE (or the applicable broker) may withhold otherwise deliverable Ordinary or account for applicable withholding tax obligations by considering applicable minimum statutory withholding amounts, minimum applicable federal, state and local income, employment and any other applicable taxes or other applicable withholding rates (the “Minimum Withholding Amount”). No fractional Shares having a fair market value equal to the minimum amount required to will be withheld, sold to cover the applicable withholding tax obligations or Minimum Withholding Amount (cif required under Applicable Laws) selling a sufficient number of such Ordinary Shares or issued pursuant to the Award; unless determined otherwise deliverable to Participant through such means as by the Company, any additional withholding necessary for this reason will be done by the Company may determine or its agent, in its their sole discretion (whether discretion, through a broker the Grantee’s paycheck or otherwise) equal to through direct payment by the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering Grantee to the Company already vested and owned Ordinary Shares having a fair market value equal to in the amount required to be withheldform of cash, check or other cash equivalent. To Instead of or in combination with the extent determined appropriate by foregoing withholding methods, the Company (or the Parent or Subsidiary to which the Grantee provides service) may, in its discretion, it will require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the Parent or Subsidiary to which the Grantee provides service) in the form of cash, check or other cash equivalent, and/or may withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, in each case with no or reduced withholding or Sell to Cover of Shares. By accepting this Award, the Grantee expressly consents to the withholding of cash or Shares and to any cash or Share withholding or Sell to Cover as provided for in this paragraph 8. If the applicable tax obligations are satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the right full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the applicable tax obligations due as a result of any aspect of the Grantee’s participation in the Plan. Regardless of any action the Company takes with respect to the applicable withholding tax obligations, the Grantee acknowledges that the ultimate liability for all income and other taxes related to the Restricted Stock Units and any Shares delivered with respect thereto is and remains his or her sole responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company: (i) makes no representations or undertakings regarding the treatment of any applicable tax obligations in connection with any aspect of the Restricted Stock Units, including, but not limited to, the obligationgrant or vesting of or issuance of Shares under the Restricted Stock Units, the subsequent sale of Shares issued hereunder and the receipt of any dividends; and (ii) does not commit to satisfy and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for applicable tax obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participantor achieve any particular tax result. Further, if Participant is the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant grant date and a the date of any relevant taxable or tax withholding event, as applicable, Participant the Grantee acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for applicable withholding tax obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for Finally, the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned Grantee shall pay to the Company at no cost any amount of applicable tax withholding obligations that the Company may be required to withhold or account for as a result of the CompanyGrantee’s participation in the Plan that is not satisfied by the means previously described.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement exercise of the Performance Share UnitsOption, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. Finally, 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 Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 of the Option exercise or Tax-Related Items related to Performance Share Units the Shares otherwise are due, Participant will permanently forfeit such Performance Share Units acknowledges and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to agrees that the Company may refuse to honor the exercise and/or refuse to deliver Shares if such withholding amounts are not delivered at no cost to the Companytime of exercise.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Restricted Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Restricted Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Restricted Share Units otherwise are due, Participant will permanently forfeit such Performance Restricted Share Units and any right to receive Ordinary Shares thereunder and the Performance Restricted Share Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding The Company and any contrary provision Affiliates shall have the right to deduct from payments of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect any kind otherwise due to the payment Grantee any federal, state, or local taxes of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related any kind required by law to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement the termination of the Performance Share Restricted Period or the issuance of shares with respect to the Stock Units. At the termination of the Restricted Period and/or the issuance of shares, Participant will the Grantee shall pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate any amount that the Company may reasonably determine to be necessary to satisfy such withholding obligation. The Grantee acknowledges that at the termination of the Company employing or retaining Participant (Restricted Period with respect to Stock Units for which a deferral election has been made pursuant to Section 3, the “Employer”) Grantee will be obligated to satisfy all withholding pay at that time applicable FICA and payment obligations of Tax-Related Items Medicare taxes, even though federal and state income taxes may be postponed until the deferral period ends. Subject to the prior approval of the Company and/or the Employer. In this regardCompany, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant which may be withheld by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it discretion, the Grantee may specify from time to time, may permit or require Participant elect to satisfy such Tax-Related Itemsobligations, in whole or in part part, (without limitationi) by (a) paying cash, (b) electing to have causing the Company to withhold shares of Stock otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (dii) if Participant is a U.S. employee, by delivering to the Company shares of Stock already vested and owned Ordinary Shares having by the Grantee. The shares of Stock so delivered or withheld shall have a fair market value Fair Market Value equal to such withholding obligations. The Fair Market Value of the amount required shares of Stock used to satisfy such withholding obligation shall be withheld. To the extent determined appropriate by the Company in its discretion, it will have as of the right (but date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 6 may satisfy his or her withholding obligation only with shares of Stock that are not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable repurchase, forfeiture, unfulfilled vesting, or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companyother similar requirements.

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Ordinary Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Administrator) will have been made by Participant with respect to remit to the payment of incomeCompany, employmentan amount sufficient to satisfy all applicable federal, social insurancestate, payroll tax, fringe benefit tax, payment on account or other tax-related items related to local and foreign taxes (including the Participant’s participation in the Plan and legally applicable tax obligation) required by Applicable Law to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary any taxable event arising from these Restricted Shares. Prior to vesting and/or settlement of At the Performance Share UnitsCompany’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to may satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having otherwise to be delivered with a fair market value Fair Market Value equal to the minimum amount required tax withholding obligation; (b) surrendering to be withheld, the Company previously owned Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as allowing the Company may determine in its sole discretion (whether through a broker or otherwise) equal to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) if Participant is a U.S. employee, delivering paying the amount of the tax withholding obligation directly to the Company already vested and owned Ordinary Shares having a fair market value equal to in cash. If the amount required to be withheld. To Administrator determines that the extent determined appropriate by Participant has not satisfied or performed his or her tax obligations, then the Company in its discretionAdministrator has the right, it will have the right (but not the obligation, to suspend the vesting of the Restricted Shares (the “Suspended Period”) to satisfy any obligations for Tax-Related Items by reducing commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Ordinary the Restricted Shares may otherwise deliverable to Participant. Furthervest under the original vesting schedule shall be postponed, if Participant is subject to tax in more than one jurisdiction between each case, by the Date same number of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees days that elapse during the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Notwithstanding The Company or any contrary provision of this Award AgreementSubsidiary or Affiliate, no certificate representing as appropriate, shall have the Ordinary Shares will be issued authority and the right to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory remit to the Company and/or (or to the applicable Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) Affiliate), an amount sufficient to satisfy all withholding and payment obligations of applicable Tax-Related Items or to take such other action as may be necessary in the opinion of the Company and/or or a Subsidiary or Affiliate, as appropriate, to satisfy such Tax-Related Items (including hypothetical withholding tax amounts if the EmployerParticipant is covered under a Company tax equalization policy). In this regard, the Participant authorizes the Company and/or the Employer applicable Subsidiary or Affiliate, or their respective agents, at their discretion, to withhold any satisfy the obligations with regard to all Tax-Related Items legally payable by Participant one or a combination of the following: (a) withholding from his or her the Participant’s wages or other cash compensation paid to the Participant by the Company and/or or the Employer applicable Subsidiary or Affiliate; or (b) withholding from proceeds of the sale of Ordinary Shares. AlternativelyShares acquired upon vesting and settlement of the Units, either through a voluntary sale or in addition, if permissible under applicable local law, through a mandatory sale arranged by the Administrator, in its sole discretion and Company (on the Participant’s behalf pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, this authorization); or (c) selling a sufficient number withholding in Shares to be issued upon vesting and settlement of such Ordinary Shares otherwise deliverable to Participant through such means as the Units; or (d) direct payment from the Participant. To avoid negative accounting treatment, the Company may determine in its sole discretion (whether through a broker withhold or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations account for Tax-Related Items by reducing considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax in more than one jurisdiction between obligation calculated and paid under the Date terms and conditions of Grant and a date of any relevant taxable such tax equalization policy. Finally, the Participant shall pay to the Company or tax withholding eventthe Subsidiary or Affiliate, as applicableappropriate, Participant acknowledges and agrees any amount of Tax-Related Items that the Company and/or or the Employer (applicable Subsidiary or former employer, as applicable) Affiliate may be required to withhold as a result of his or account for tax her participation in more than one jurisdictionthe Plan that cannot be satisfied by the means previously described. If The Company may refuse to issue or deliver the Shares that may be issued in connection with the settlement of the Units if the Participant fails to make satisfactory arrangements for the payment of any comply with his or her Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companyobligations.

Withholding of Taxes. If any tax withholding is required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary), will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary, (b) the Employee’s and, to the extent required by the Company (or the employing Subsidiary), the Company’s (or the employing Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which any Tax Obligations that the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany (or the employing Subsidiary) has the right to retain without notice from any fees, in its sole discretion and pursuant salary or other amounts payable to such procedures as it may specify from time to timethe Employee, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares cash having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees Tax Obligations that the Company and/or determines cannot be satisfied through the Employer (withholding of otherwise deliverable Shares or former employer, as applicable) may be required that are due prior to withhold or account for tax in more than one jurisdictionthe issuance of Shares under the Restricted Stock Units award. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items All Tax Obligations related to Performance Share the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Units award and any right to receive Ordinary Shares thereunder and delivered in payment thereof are the Performance Share Units will be returned to sole responsibility of the Company at no cost to the CompanyEmployee.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares of Common Stock underlying any vested Stock Unit will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of incomeincome and Stock Unit Agreement Amended and Restated on February 20, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) 2008 employment taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior The Administrator shall require the tax withholding obligations under this Agreement to vesting and/or settlement be satisfied by withholding otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld. No fractional Shares will be withheld or issued pursuant to the grant of Stock Units and the Performance Share issuance of Shares hereunder. By accepting this award of Stock Units, the Participant will pay or make adequate arrangements satisfactory expressly consents to the withholding of Shares as provided for in this Section 8. The Company and/or Subsidiary or other affiliate may, instead of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary in Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to timeabsolute discretion, may permit or require the Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by one or more of the following: (a) paying cash, (b) electing permitting the Participant to have deliver to the Company withhold otherwise deliverable Ordinary already vested and owned Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, or (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering . All income and other taxes related to this award of Stock Units are the Company already vested and owned Ordinary Shares having a fair market value equal to sole responsibility of the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if In the event the withholding requirements are not satisfied through the withholding of Shares and the Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant otherwise fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are duevest, the Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Award Agreement, no certificate representing action the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements Company or the Parent or Subsidiary employing or retaining Participant (as determined by the Administrator“Employer”) will have been made by Participant takes with respect to the payment of incomeany or all income tax (including U.S. federal, employmentstate and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant withholding (“Tax-Related Items”) which ), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Company determines must be withheld and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with respect any aspect of the Award, including the grant or vesting of the Restricted Stock Units, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to such Ordinary Sharesstructure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items. Prior to vesting and/or settlement of the Performance Share Unitsrelevant taxable event, Participant will shall pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) Employer to satisfy all withholding and payment on account obligations of Tax-Related Items of the Company and/or the Employer. In this regard, if permissible under local law, Participant authorizes the Company and/or the Employer Employer, at its discretion, to withhold any satisfy the obligations with regard to all Tax-Related Items legally payable by Participant by one or a combination of the following: (i) withholding from his or her Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or Employer; or (ii) withholding from the proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, Shares acquired upon vesting of the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part Award; or (without limitationiii) by (a) paying cash, (b) electing to have arranging for the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number sale of such Ordinary Shares otherwise deliverable to Participant through such means as (on Participant’s behalf and at Participant’s direction pursuant to this authorization); or (iv) withholding otherwise deliverable Shares, provided that the Company may determine in its sole discretion (whether through a broker or otherwise) equal to only withholds the amount required of Shares necessary to satisfy the minimum withholding amount or such other amount as may be withheld, or (d) if Participant is a U.S. employee, delivering necessary to avoid adverse accounting treatment. If the Company already vested and owned Ordinary Shares having a fair market value equal to satisfies the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations obligation for Tax-Related Items by reducing the withholding a number of Ordinary Shares otherwise deliverable as described herein, Participant shall be deemed, for tax purposes only, to Participant. Further, if Participant is have been issued the full number of Shares subject to tax in more than one jurisdiction between the Date vested portion of Grant and the Award, notwithstanding that a date number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any relevant taxable aspect of the Award. Finally, Participant shall pay to the Company or tax withholding event, the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as applicable, a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required refuse to withhold or account for tax in more than one jurisdiction. If deliver Shares if Participant fails to make satisfactory arrangements for comply with Participant’s obligations in connection with the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companyas described in this section.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Unitsany relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) Employer to satisfy all withholding and payment obligations of Tax-Related Items Tax Obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold any Tax-Related Items legally payable satisfy the obligations with regard to all Tax Obligations by Participant one or more of the following methods: (i) withholding from his or her Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer or Employer; (ii) withholding from proceeds of the sale of Ordinary SharesShares acquired upon vesting of these Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization) without further consent from Participant; and/or (iii) by withholding Shares otherwise issuable upon vesting of these Restricted Stock Units with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any Tax Obligations required to be withheld. Alternatively, or in additionaddition to the withholding methods above, if permissible under applicable local lawApplicable Laws, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemshis or her obligations for Tax Obligations, in whole or in part (without limitation) by (a) paying cash, (b) electing delivery of cash or check to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to or the minimum amount required to be withheldEmployer. Depending on the method of withholding, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax Obligations by considering minimum or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a cash refund of any over-withheld amount not remitted to applicable tax authorities on Participant’s behalf and Participant will have no entitlement to receive the equivalent amount in more than one jurisdictionShares. If the obligation for Tax Obligations is satisfied by withholding in Shares, for tax purposes, Participant fails is deemed to make satisfactory arrangements have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the payment purpose of any Tax-Related Items hereunder at paying the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyTax Obligations.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will of Restricted Stock may be issued released from the escrow established pursuant to ParticipantSection 5, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan income and legally applicable to Participant (“Tax-Related Items”) employment taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will shall have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due4, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units Shares will be returned to the Company at no cost to the Company. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant or the Escrow Agent. Except as provided in Section 2(f), after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Withholding of Taxes. If any tax withholding is required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or, if the Grantee has become an employee of an Affiliate, the employing Affiliate), will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Grantee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock Units awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Grantee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Grantee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which any Tax Obligations that the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany (or the employing Affiliate) has the right to retain without notice from any fees, in its sole discretion and pursuant salary or other amounts payable to such procedures as it may specify from time to timethe Grantee, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares cash having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees Tax Obligations that the Company and/or determines cannot be satisfied through the Employer (withholding of otherwise deliverable Shares or former employer, as applicable) may be required that are due prior to withhold or account for tax in more than one jurisdictionthe issuance of Shares under the Restricted Stock Units award. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items All Tax Obligations related to Performance Share the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Units award and any right to receive Ordinary Shares thereunder and delivered in payment thereof are the Performance Share Units will be returned to sole responsibility of the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the -8- 4871-4025-4609.5 Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing (a) At the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemsyou exercise your Stock Option, in whole or in part part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (without limitation) including by (a) paying cashmeans of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a Subsidiary or Company Parent, if any, which arise in connection with your Stock Option. (b) electing Upon your request and subject to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate approval by the Company in its discretion, it will have (or the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. FurtherCommittee, if the Participant is subject to tax Section 16 of the Exchange Act, in more than one jurisdiction between its/their sole discretion, and compliance with any applicable conditions or restrictions of law, the Date Company may withhold from fully vested shares of Grant and Common Stock otherwise issuable to you upon the exercise of your Stock Option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the amount of tax required to be withheld by law, which shall be based on the minimum or any relevant taxable or other statutory rate of withholding, including the maximum statutory rate applicable in the Participant’s jurisdiction, as determined in the sole discretion of the Company. (c) You may not exercise your Stock Option unless the tax withholding event, as applicable, Participant acknowledges and agrees that obligations of the Company and/or the Employer (or former employerany Subsidiary and/or any Company Parent are satisfied. Accordingly, as applicable) you may not be required able to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are dueexercise your Stock Option when desired even though your Stock Option is vested, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein or under the Company at no cost to the CompanyPlan.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or employment and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorThe Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are dueSettlement Date, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company. The Company intends to rely upon the rule of convenience provided in Section 31.3121(v)(2)-1(e)(5) of the Treasury Regulations such that any FICA/FUTA tax obligations will be satisfied at the same time as all income tax obligations on the Settlement Date, rather than on the date of vesting of such underlying Shares.

Withholding of Taxes. Notwithstanding The Company (or the Parent or Subsidiary to which the Grantee provides service) will withhold a portion of the Shares otherwise issuable in payment for vested Performance Shares that have an aggregate market value sufficient to pay the minimum applicable federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the Parent or Subsidiary to which the Grantee provides service) with respect to the Shares (the “Minimum Withholding Amount”) or require E*TRADE or the applicable broker utilized by the Company to sell on the market a portion of this Award Agreement, no certificate representing the Ordinary Shares that have an aggregate market value sufficient to pay the Minimum Withholding Amount (a “Sell to Cover”). Any Sell to Cover arrangement shall be pursuant to terms specified by the Company from time to time. No fractional Shares will be withheld, sold to cover the Minimum Withholding Amount or issued pursuant to Participantthe grant of Performance Shares and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company, in its sole discretion, through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Instead of or in combination with the foregoing withholding methods, the Company (or the Parent or Subsidiary to which the Grantee provides service) may, in its discretion, require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the Parent or Subsidiary to which the Grantee provides service) in the form of cash, check or other cash equivalent, and/or may withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, in each case with no or reduced withholding or Sell to Cover of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares or the Sell to Cover (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be made to the Grantee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or any income and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld or collected with respect to such Ordinary Performance Shares. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding or Sell to Covers as provided for in this paragraph 9. All income and other taxes related to the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to award and any Shares delivered in payment thereof are the Company and/or Subsidiary or other affiliate sole responsibility of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insuranceinsurance contributions, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory Shares to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding extent allowed under French tax and payment obligations of Tax-Related Items of the Company and/or the Employersocial security laws. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due4, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company. Regardless of the Company’s or any Subsidiary’s actions in this regard, the Participant acknowledges and agrees that any tax liability shall be the Participant’s ultimate responsibility and liability.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Unitsany Shares of Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. [Section 16 officers: To the extent determined appropriate by the Company Administrator in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding eventobligations under the method prescribed under Section 7(b) and, as applicableuntil determined otherwise by the Administrator, Participant acknowledges and agrees that this will be the Company and/or method by which such tax withholding obligations are satisfied.] [Non-Section 16 officers: To the Employer extent determined appropriate by the Administrator in its discretion, it will have the right (or former employerbut not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 7(d) and, as applicable) may until determined otherwise by the Administrator, this will be required to withhold or account for the method by which such tax in more than one jurisdiction. withholding obligations are satisfied.] If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Units Shares of Restricted Stock otherwise are due, Participant will permanently forfeit such Performance Share Units Shares of Restricted Stock and any right to receive Ordinary Shares thereunder and the Performance Share Units Shares of Restricted Stock will be returned to the Company at no cost to the Company.. 8747376_1.DOC

Withholding of Taxes. When Shares are issued as payment for vested Performance Shares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Affiliate) will withhold a portion of the Shares that has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which any Tax Obligations that the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares cash having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing Tax Obligations that the number Company determines cannot be satisfied through the withholding of Ordinary Shares otherwise deliverable Shares or that are due prior to Participantthe issuance of Shares under the Performance Shares. All Tax Obligations related to the Performance Shares and any Shares delivered in payment thereof are the sole responsibility of the Employee, except as provided in paragraph 7(b) of this Agreement. Further, if Participant is subject to tax Employee shall be bound by any additional withholding requirements included in more than one jurisdiction between the Date Notice of Grant and a date and/or Exhibit A of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Notwithstanding (i) The Company and its Subsidiaries shall withhold or deduct from any contrary provision of this Award Agreement, no certificate representing or all payments or amounts due to or held for the Ordinary Shares will be issued to Participant, unless whether due from the Company or any Subsidiary or held in the Participant's account at the Broker, an amount (the "Withholding Amount") equal to all taxes (including unemployment (including FUTA), social security and medical (including FICA), and other governmental charges of any kind as well as income and other taxes) required to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Restricted Shares (the "Withholding Requirement"). (ii) The Withholding Amount shall be determined by the Company and its Subsidiaries. (iii) The timing of withholding or deduction from such payments or amounts shall be determined by the Company and its Subsidiaries; provided, however, that, if such taxes are required to be paid to a tax or other governmental authority before such withholding or deduction is made, then the Company and its Subsidiaries shall pay such taxes when due as agent for the Participant and shall be entitled to reimbursement therefore from the Withholding Amount. (iv) The Company may restrict transfer of any or all of the vested Restricted Shares until satisfactory arrangements all Withholding Requirements are satisfied. (v) Unless the Participant has made or makes a timely election pursuant to Section 83(b) of the Internal Revenue Code of 1986, the Participant authorizes the Company and the Broker to: (A) sell, on his or her behalf and for his or her account, from time to time and at any time as the Company or the Broker may deem necessary, appropriate, convenient or expedient to satisfy each Withholding Requirement or to reimburse the Company and its Subsidiaries in respect thereof, a sufficient number of Restricted Shares (as determined by the AdministratorCompany or the Broker) will have been so that the net proceeds from such sale equal or exceed the applicable Withholding Amount; and (B) use the net proceeds to satisfy such Withholding Requirement (with any excess net proceeds to be paid to or deposited in an account of the Participant). (vi) If the Participant has made or makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, he or she shall immediately upon demand by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory a cash payment to the Company and/or Subsidiary equal to any Withholding Amount in respect thereof. (vii) In connection with any sale of Restricted Shares pursuant to this Section 4.4, the Participant agrees that: (A) such sale may be aggregated with sales of restricted stock granted to other participants under the Plan or other affiliate equity incentive plans; (B) such aggregated sales may be made from time to time in one or more installments at any time; (C) such aggregated sales may be made over time as the Company or the Broker may deem necessary, appropriate, convenient or expedient with a view toward avoidance or minimization of disruption of the market for the Common Stock, administrative convenience, minimization of costs and expenses or other factors; and (D) the net proceeds from such aggregated sales and the sale prices of the shares sold may be allocated among such Restricted Shares and other shares of restricted stock and the Participant and such other participants as the Company or the Broker may deem reasonable. (viii) The Participant understands that: (A) different Withholding Requirements may arise at different times based on time of delivery or vesting of Restricted Shares, tax elections or other factors; (B) different Withholding Requirements may be based on different values attributable to the Restricted Shares at such times or otherwise based on applicable tax laws, changes in the financial performance or prospects of the Company, changes in market or economic conditions or other factors; (C) it may not be practicable or permissible to sell Restricted Shares to satisfy each Withholding Requirement at the time due because of rules and requirements of the Broker, administrative rules and requirements of the Company, restrictions under the Company's insider trading and other compliance policies and procedures, potxxxxxx liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, applicable securities, tax or other laws, applicable rules of any securities exchange or market, or other factors; and (D) as a result, Restricted Shares may be sold at times and values that differ, potentially significantly, from those applicable to such Withholding Requirement and that such differences can result in gains or losses, potentially significant, relative to those values and capital gains and losses for tax purposes in addition to the taxes described in Section 4.4(i). (ix) The Participant hereby appoints each officer and assistant officer of the Company employing to be the Participant's true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution (each, an "attorney-in-fact" and, together, the "attorneys-in-fact"), to take, cause to be taken and authorize the taking of any and all actions (including the giving of instructions to sell and the approval of confirmations), to incur, cause to be incurred and authorize the incurrence of any and all costs and expenses (including brokerage commissions), to undertake, cause to be undertaken and authorize the undertaking of any and all obligations and to execute, acknowledge, file, publish and deliver, cause to be executed, acknowledged, filed, published and delivered and authorize the execution, acknowledgement, filing, publication and delivery of any and all agreements, instruments and documents (including stock powers, account agreements and related documents, and wire transfer instructions) which such attorney-in-fact may deem necessary, appropriate, convenient or retaining Participant (expedient to sell Restricted Shares, on behalf and for the “Employer”) account of the Participant, to generate net proceeds to satisfy any and all withholding Withholding Requirements, to use net proceeds in satisfaction thereof and payment obligations to otherwise give effect to the intent and purposes of Tax-Related Items this Section 4.4, all in the name of the Company and/or the Employer. In this regardParticipant, Participant authorizes such attorney-in-fact, the Company and/or the Employer to withhold or any TaxSubsidiary and all at such times, in such manners, in such amounts, on such exchanges or markets, on such terms, through such brokers, dealers and accounts and otherwise as such attorney-Related Items legally payable by Participant from in-fact may determine in his or her wages sole and absolute discretion, and hereby grants to each attorney-in-fact the full power and authority to do any and all things necessary, convenient, expedient or appropriate in connection therewith. This power of attorney shall not be affected in any manner by reason of the execution, at any time, of other cash compensation paid to Participant powers of attorney by the Company and/or Participant in favor of persons other than the Employer attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or from proceeds incompetence of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant This power of attorney is subject to tax irrevocable and coupled with an interest and shall remain in more than one jurisdiction between effect until all Withholding Requirements have been fully and unconditionally satisfied. All persons dealing with any of the Date attorneys-in-fact named herein may assume that this power of Grant attorney has not been revoked and a date of any relevant taxable or tax withholding event, as applicable, may be relied upon. (x) The Participant acknowledges and agrees that neither the Company and/or Company, any Subsidiary, the Employer Broker nor any of their respective affiliates, control persons, directors, officers, employees, representatives or agents shall have any liability or obligation for any losses, damages, costs or expenses of any kind or under any theory arising out of or in connection with any action taken or omitted to be taken or any delay in taking any action pursuant to or contemplated by this Section 4.4 (including the determination of any Withholding Amount or former employer, as applicable) may be the time when any Withholding Requirement is required to withhold be satisfied or account any sale of or delay in selling or failure to sell or the price, terms or conditions of sale of any or all of the Restricted Shares), including any liability for tax any claim that the Participant could have made more or lost less in more than one jurisdictionconnection therewith or for any capital gain or loss due to the difference in time between the triggering of a Withholding Requirement and the resale of Restricted Shares in respect thereof or for violations of insider trading or other laws or for incurrence of liability for xxxxx-xxxxx xxxfits under Section 16(b) of the Securities Exchange Act of 1934, except to the extent that a court of competent jurisdiction determines by final and nonappealable judgment that any such losses, damages, costs or expenses resulted from actions taken or omitted to be taken by them in bad faith or from their gross negligence or willful misconduct. If Participant fails References in this Section 4.4 to make satisfactory arrangements for the "selling" and correlative terms include all activities related thereto, including placement and execution of sell orders, selection of brokers and dealers, delivery of share certificates, receipt of proceeds and payment of any Taxfees and commissions. (xi) The provisions hereof regarding sale of Restricted Shares to satisfy Withholding Requirements are also intended to constitute a trading plan within the meaning of Rule 10b5-Related Items hereunder at 1 under the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Securities Act of 1933. (xii) The Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder accepts this Agreement and the Performance Share Units will be returned Restricted Shares subject to, and agrees to assume, the limitations, risks and responsibilities inherent with respect to the Company at no cost to the CompanyRestricted Shares, including those mentioned in this Agreement.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value Fair Market Value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.. Date:___________

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Ordinary Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Administrator) will have been made by Participant with respect to remit to the payment of incomeCompany, employmentan amount sufficient to satisfy all applicable federal, social insurancestate, payroll tax, fringe benefit tax, payment on account or other tax-related items related to local and foreign taxes (including the Participant’s participation in the Plan and legally applicable tax obligation) required by Applicable Law to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement any taxable event arising from the grant of the Performance Share UnitsOption. At the Company’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to may satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having otherwise to be delivered with a fair market value Fair Market Value equal to the minimum amount required tax withholding obligation; (b) surrendering to be withheld, the Company previously owned Ordinary Shares with a Fair Market Value equal to the tax withholding obligation; (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as allowing the Company may determine in its sole discretion (whether through a broker or otherwise) equal to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) if Participant is a U.S. employee, delivering paying the amount of the tax withholding obligation directly to the Company already vested and owned Ordinary Shares having a fair market value equal to in cash. If the amount required to be withheld. To Administrator determines that the extent determined appropriate by Participant has not satisfied or performed his or her tax obligations, then the Company in its discretionAdministrator has the right, it will have the right (but not the obligation, to suspend the vesting of the Option (the “Suspended Period”) to satisfy any obligations for Tax-Related Items by reducing commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Ordinary Shares underlying the Option may otherwise deliverable to Participant. Furthervest under the original vesting schedule shall be postponed, if Participant is subject to tax in more than one jurisdiction between each case, by the Date same number of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees days that elapse during the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Notwithstanding Should the Company have any contrary provision withholding obligations with respect to the Restricted Stock Units or the Shares issued in payment thereof, the Company (or the employing Parent or Subsidiary) will withhold a portion of this Award Agreementthe Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, no certificate representing state and local income, employment and any other applicable taxes required to be withheld by the Ordinary Company (or the employing Parent or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to Participantthe grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck, if any, or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. Accordingly, to the extent the Fair Market Value of the number of whole Shares withheld by the Company exceeds the withholding taxes, the Company will pay the Grantee the difference. The Company (or the employing Parent or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck or require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company (or the employing Parent or Subsidiary), in each case with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck or direct payment, as indicated above), no payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the AdministratorBoard) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or any income and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld or collected with respect to such Ordinary SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all taxes, including withholding taxes, arising out of this Award Agreementgrant or the vesting of Restricted Shares hereunder. In the event that the Corporation is required to withhold taxes as a result of the grant or vesting or subsequent sale of Shares hereunder, no certificate representing the Ordinary Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Shares will be issued to Participantfor which the Restricted Period has expired or other Common Shares owned by the Grantee, unless and until satisfactory arrangements (having a fair market value, as determined by the AdministratorCorporation on the last day of the Restricted Period equal to the amount of such taxes, or (ii) will have been made by Participant make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the time the restrictions on the Restricted Shares lapse, unless the Corporation, in its sole discretion, has established alternative procedures for such payment. If the number of shares required to cover all applicable withholding taxes and required social security/insurance contributions includes a fractional share, then Grantee shall deliver cash in lieu of such fractional share. All matters with respect to the payment total amount to be withheld shall be determined by the Corporation in its sole discretion. (b) Regardless of income, employmentany action the Corporation takes with respect to any or all income tax, social security/insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant withholding (“Tax-Related Items”) which ), the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of Grantee acknowledges and agrees that the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy ultimate liability for all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable due by Participant from his or her wages or other cash compensation paid to Participant by him is and remains the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion Grantee’s responsibility and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Corporation (i) makes no representations nor undertakings regarding the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment treatment of any Tax-Related Items hereunder at in connection with any aspect of this grant of Restricted Shares, including the time grant, vesting or release, the subsequent sale of Shares and receipt of any applicable Performance Share Units otherwise are scheduled dividends; and (ii) does not commit to vest pursuant structure the terms or any aspect of this grant of Restricted Shares to Sections 3 reduce or 4 or eliminate the Grantee’s liability for Tax-Related Items. The Grantee shall pay the Corporation any amount of Tax-Related Items that the Corporation may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Shares that cannot be satisfied by the means previously described above in Section 7(a). The Corporation may refuse to deliver the Shares related thereto if the Grantee fails to Performance Share Units otherwise are duecomply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Grantee will notify the Corporation in writing if he or she files an election pursuant to Section 83(b) of the Code. The Grantee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, Participant will permanently forfeit such Performance Share Units and any right which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to receive Ordinary Shares thereunder and this Agreement, the Performance Share Units will Grant Date. This time period cannot be returned to extended. The Grantee acknowledges that timely filing of a Section 83(b) election is the Company at no cost to the CompanyGrantee’s sole responsibility.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Unitsany Shares of Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. [Section 16 officers: To the extent determined appropriate by the Company Administrator in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding eventobligations under the method prescribed under Section 7(b) and, as applicableuntil determined otherwise by the Administrator, Participant acknowledges and agrees that this will be the Company and/or method by which such tax withholding obligations are satisfied.] [Non-Section 16 officers: To the Employer extent determined appropriate by the Administrator in its discretion, it will have the right (or former employerbut not the obligation) to satisfy any tax withholding obligations under the method prescribed under Section 7(d) and, as applicable) may until determined otherwise by the Administrator, this will be required to withhold or account for the method by which such tax in more than one jurisdiction. withholding obligations are satisfied.] If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units Shares of Restricted Stock otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Units Shares of Restricted Stock otherwise are due, Participant will permanently forfeit such Performance Share Units Shares of Restricted Stock and any right to receive Ordinary Shares thereunder and the Performance Share Units Shares of Restricted Stock will be returned to the Company at no cost to the Company.. 8854564_1.DOC

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (ai) paying cash, (bii) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or Employer, (iii) electing to have the Company withhold otherwise deliverable Ordinary Shares upon vesting of the Restricted Stock Units with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any Tax‑Related Items required to be withheld, (iv) delivering to the Company already vested and owned Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, or (cv) selling a sufficient number withholding from proceeds of such Ordinary the sale of Shares acquired upon vesting of the Restricted Stock Units otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise and whether through a voluntary sale or through a mandatory sale arranged by the Company on Participant’s behalf pursuant to this authorization and without further consent from Participant), with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount of any Tax‑Related Items required to be withheld. To Depending on the extent determined appropriate by withholding method, and notwithstanding the foregoing, the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations may withhold or account for Tax-Related Items by reducing 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 equivalent amount in Shares. If the obligation for Tax‑Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date vested Restricted Stock Units, notwithstanding that a number of Grant and a date the Shares are held back solely for purposes of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that paying the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyTax‑Related Items.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing TIBCO or the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to ParticipantEmployee’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items will withhold a portion of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or Shares that have an aggregate market value sufficient to pay all Tax Obligations required to be withheld by TIBCO or the Employer with respect to withhold any Tax-Related Items legally payable by Participant from his the Shares, unless the Committee, in its sole discretion, requires or her wages permits the Employee to make alternate arrangements satisfactory to TIBCO or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds for such withholdings in advance of the sale arising of Ordinary Sharesany withholding obligations. Alternatively, or in addition, if permissible under applicable local law, the AdministratorThe Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant the Employee to satisfy such Tax-Related Itemshis or her Tax Obligations, in whole or in part by one or more of the following (without limitation) by ): (a) paying cash, (b) electing to have TIBCO or the Company Employer withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant Employee through such means as TIBCO or the Company Employer may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Notwithstanding any contrary provision of this Agreement, no Restricted Stock will be granted unless and until satisfactory arrangements (as determined by TIBCO or (dthe Employer) if Participant is a U.S. employee, delivering will have been made by the Employee with respect to the Company already vested payment of any income and owned Ordinary Shares other taxes which TIBCO or the Employer determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, TIBCO or the Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a fair market sufficient value equal to satisfy any tax withholding obligations that TIBCO or the Employer determines cannot be satisfied through the withholding of otherwise deliverable Shares. All Tax Obligations related to the amount required Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 6. Only whole Shares will be withheldwithheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as TIBCO or the Employer may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined appropriate by TIBCO or the Company Employer in its sole discretion, it the number of Shares withheld will have be rounded down to the right (but not nearest whole Share and, in accordance with this paragraph 6 and to the obligation) maximum extent permitted by law, TIBCO or the Employer will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to additional tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companywithholding.

Withholding of Taxes. Notwithstanding 3.1 The Company shall withhold or deduct from any contrary provision or all payments or amounts due to or held for the Stockholder an amount (the “Withholding Amount”) equal to all taxes (including unemployment (including FUTA), social security and medical (including FICA), and other governmental charges of this Award Agreementany kind as well as income and other taxes) required under any applicable law to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Stock (the “Withholding Requirement”). 3.2 The Withholding Amount shall be determined by the Company. 3.3 The timing of withholding or deduction from such payments or amounts shall be determined by the Company; provided, no certificate representing however, that, if such taxes are required to be paid to a tax or other governmental authority before such withholding or deduction is made, then the Ordinary Shares will Company shall pay such taxes when due as agent for the Stockholder and shall be issued entitled to Participantimmediate reimbursement therefor from such payments or amounts, unless or otherwise. 3.4 Immediately upon request by the Company, the Stockholder agrees to pay all, or a portion if so requested by the Company, of the Withholding Amount to the Company in cash. 3.5 The Company may restrict transfer of any or all of the Stock until all Withholding Requirements are satisfied. 3.6 Unless the Participant has made or makes a timely election pursuant to Section 83(b) of the Internal Revenue Code of 1986 (the “Code”), the Participant authorizes the Company to: (i) sell, on her behalf and until satisfactory arrangements for her account, from time to time and at any time as the Company or the Broker may deem necessary, appropriate, convenient or expedient to satisfy each Withholding Requirement or to reimburse the Company in respect thereof, a sufficient number of shares of Stock (as determined by the AdministratorCompany) will have been so that the net proceeds from such sale equal or exceed the applicable Withholding Amount and the Stockholder shall complete a stock power, a sample of which is attached hereto as Appendix “B”; and (ii) use the net proceeds to satisfy such Withholding Requirement (with any excess net proceeds to be paid to or deposited in an account of the Stockholder). 3.7 If the Stockholder has made by Participant or makes an election pursuant to Code Section 83(b), she shall immediately file a copy thereof with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of and upon demand by the Performance Share Units, Participant will pay or Company make adequate arrangements satisfactory a cash payment to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) equal to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. any Withholding Amount in respect thereof. 3.8 In this regard, Participant authorizes the Company and/or the Employer to withhold connection with any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local lawStock pursuant to this Article III, the Administrator, in its sole discretion and pursuant to Stockholder agrees that: (i) such procedures as it aggregated sales may specify be made from time to time in one or more installments at any time, ; (ii) such aggregated sales may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means made over time as the Company may determine in its sole discretion deem necessary, appropriate, convenient or expedient with a view toward avoidance or minimization of disruption of the market for the Stock, administrative convenience, minimization of costs and expenses or other factors; and (whether through a broker iii) the net proceeds from such aggregated sales and the sale prices of the shares sold may be allocated among such Stock and the Stockholder and such other Persons as the Company may deem reasonable. 3.9 The Stockholder understands that: (i) different Withholding Requirements may arise at different times based on time of delivery or otherwisevesting of Stock, tax elections or other factors; (ii) equal different Withholding Requirements may be based on different values attributable to the amount required Stock at such times or otherwise based on applicable tax laws, changes in the financial performance or prospects of the Company, changes in market or economic conditions or other factors; (iii) it may not be practicable or permissible to sell Stock to satisfy each Withholding Requirement at the time due because of administrative rules and requirements of the Company, restrictions under the Company’s xxxxxxx xxxxxxx and other compliance policies and procedures, potential liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, applicable securities, tax or other laws, applicable rules of any securities exchange or market, or other factors; and (iv) as a result, Stock may be sold at times and values that differ, potentially significantly, from those applicable to such Withholding Requirement and that such differences can result in gains or losses, potentially significant, relative to those values and capital gains and losses for tax purposes in addition to the taxes described in Section 3.1(i). 3.10 The Stockholder hereby appoints each officer and assistant officer of the Company to be withheldthe Stockholder’s true and lawful agent, or proxy and attorney-in-fact, with full power of substitution and re-substitution (d) if Participant is a U.S. employeeeach, delivering an “attorney-in-fact” and, together, the “attorneys-in-fact”), to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required take, cause to be withheld. To taken and authorize the extent determined appropriate by taking of any and all actions (including the Company in its discretiongiving of instructions to sell and the approval of confirmations), it will have to incur, cause to be incurred and authorize the right incurrence of any and all costs and expenses (but not including brokerage commissions), to undertake, cause to be undertaken and authorize the obligationundertaking of any and all obligations and to execute, acknowledge, file, publish and deliver, cause to be executed, acknowledged, filed, published and delivered and authorize the execution, acknowledgement, filing, publication and delivery of any and all agreements, instruments and documents (including stock powers, account agreements and related documents, and wire transfer instructions) which any such attorney-in-fact may deem necessary, appropriate, convenient or expedient to sell Stock, on behalf and for the account of the Stockholder, to generate net proceeds to satisfy any obligations for Taxand all Withholding Requirements, to use net proceeds in satisfaction thereof and to otherwise give effect to the intent and purposes of this Article IV, all in the name of the Participant, any such attorney-Related Items in-fact, the Company and all at such times, in such manners, in such amounts, on such exchanges or markets, on such terms, through such brokers, dealers and accounts and otherwise as any such attorney-in-fact may determine in her sole and absolute discretion, and hereby grants to each attorney-in-fact the full power and authority to do any and all things necessary, convenient, expedient or appropriate in connection therewith. This power of attorney shall not be affected in any manner by reducing reason of the number execution, at any time, of Ordinary Shares otherwise deliverable to Participantother powers of attorney by the Stockholder in favor of persons other than the attorneys-in-fact named herein and shall not be affected by the subsequent death, disability or incompetence of the Stockholder. Further, if Participant This power of attorney is subject to tax irrevocable and coupled with an interest and shall remain in more than one jurisdiction between effect until all Withholding Requirements have been fully and unconditionally satisfied. All persons dealing with any of the Date attorneys-in-fact may assume that this power of Grant attorney has not been revoked and a date of any relevant taxable or tax withholding event, as applicable, Participant may be relied upon. 3.11 The Stockholder acknowledges and agrees that neither the Company and/or Company, nor any of its affiliates, control persons, directors, officers, employees, representatives or agents shall have any liability or obligation for any losses, damages, costs or expenses of any kind or under any theory arising out of or in connection with any action taken or omitted to be taken or any delay in taking any action pursuant to or contemplated by this Article III (including the Employer (determination of any Withholding Amount or former employer, as applicable) may be the time when any Withholding Requirement is required to withhold be satisfied or account any sale of or delay in selling or failure to sell or the price, terms or conditions of sale of any or all of the shares of Stock), including any liability for tax any claim that the Stockholder could have made more or lost less in more than one jurisdictionconnection therewith or for any capital gain or loss due to the difference in time between the triggering of a Withholding Requirement and the resale of shares of Stock in respect thereof or for violations of xxxxxxx xxxxxxx or other laws or for incurrence of liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, except to the extent that a court of competent jurisdiction determines by final and nonappealable judgment that any such losses, damages, costs or expenses resulted from actions taken or omitted to be taken by them in bad faith or from their gross negligence or willful misconduct. If Participant fails References in this Section 3.11 to make satisfactory arrangements for the “selling” and correlative terms include all activities related thereto, including placement and execution of sell orders, selection of brokers and dealers, delivery of share certificates, receipt of proceeds and payment of any Taxfees and commissions. 3.12 The provisions hereof regarding sale of Stock to satisfy Withholding Requirements are also intended to constitute a trading plan within the meaning of Rule 10b5-Related Items hereunder at 1 under the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanySecurities Act of 1933.

Withholding of Taxes. Notwithstanding The Company or any contrary provision of this Award AgreementSubsidiary or Affiliate, no certificate representing as appropriate, shall have the Ordinary Shares will be issued authority and the right to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory remit to the Company and/or (or to the applicable Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) Affiliate), an amount sufficient to satisfy all withholding and payment obligations of applicable Tax-Related Items or to take such other action as may be necessary in the opinion of the Company and/or or a Subsidiary or Affiliate, as appropriate, to satisfy such Tax-Related Items (including hypothetical withholding tax amounts if the EmployerParticipant is covered under a Company tax equalization policy). In this regard, the Participant authorizes the Company and/or the Employer applicable Subsidiary or Affiliate, or their respective agents, at their discretion, to withhold any satisfy the obligations with regard to all Tax-Related Items legally payable by Participant one or a combination of the following: (a) withholding from his or her the Participant’s wages or other cash compensation paid to the Participant by the Company and/or or the Employer applicable Subsidiary or Affiliate; or (b) withholding from proceeds of the sale of Ordinary Shares. AlternativelyShares acquired upon vesting and settlement of the Restricted Stock Units, either through a voluntary sale or in addition, if permissible under applicable local law, through a mandatory sale arranged by the Administrator, in its sole discretion and Company (on the Participant’s behalf pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, this authorization); or (c) selling a sufficient number withholding in Shares to be issued upon vesting and settlement of such Ordinary Shares otherwise deliverable to Participant through such means as the Restricted Stock Units; or (d) direct payment from the Participant. To avoid negative accounting treatment, the Company may determine in its sole discretion (whether through a broker withhold or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations account for Tax-Related Items by reducing considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax in more than one jurisdiction between obligation calculated and paid under the Date terms and conditions of Grant and a date of any relevant taxable such tax equalization policy. Finally, the Participant shall pay to the Company or tax withholding eventthe Subsidiary or Affiliate, as applicableappropriate, Participant acknowledges and agrees any amount of Tax-Related Items that the Company and/or or the Employer (applicable Subsidiary or former employer, as applicable) Affiliate may be required to withhold as a result of his or account for tax her participation in more than one jurisdictionthe Plan that cannot be satisfied by the means previously described. If The Company may refuse to issue or deliver the Shares that may be issued in connection with the settlement of the Restricted Stock Units if the Participant fails to make satisfactory arrangements for the payment of any comply with his or her Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companyobligations.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of Tax Obligations. For purposes of this Award Agreement, “Tax Obligations” means tax, social insurance and social security liability obligations and requirements in connection with these Restricted Stock Units, including, without limitation, (i) all federal, state, and local income, employmentemployment and any other taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company (or Company’s Parent or Subsidiary, social insuranceas applicable), payroll tax(ii) Participant’s and, to the extent required by the Company (or its Parent or Subsidiary, as applicable), the Company’s (or its Parent’s or Subsidiary’s) fringe benefit taxtax liability, payment on account if any, associated with the grant, vesting, or settlement of these Restricted Stock Units or sale of any Shares issued hereunder, and (iii) any other tax-related items related taxes or social insurance or social security liabilities or premium the responsibility for which Participant has, or has agreed to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company determines must be withheld bear, with respect to such Ordinary Sharesthese Restricted Stock Units (or issuance of Shares or other consideration hereunder). Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the EmployerTax Obligations. In this regard, Participant authorizes the Company and/or Participant’s employer (the Employer “Employer”) to withhold any Tax-Related Items all applicable Tax Obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related ItemsTax Obligations, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items Tax Obligations by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required Tax Obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items Tax Obligations related to Performance Share Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or employment and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due4, Participant will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company. Notwithstanding the foregoing, until and unless the Administrator determines otherwise, if, on the date Participant incurs a liability for the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares, Participant is an employee of the Company or its Parent or Subsidiary who is subject to Section 16 of the Exchange Act (a “Section 16 Officer”), then the Company (or the employing or retaining Parent or Subsidiary), will withhold from the number of Shares otherwise deliverable under this Award of Restricted Stock Units a number of Shares sufficient to pay such tax withholding obligation; provided, however, that the Shares to be withheld must have vested pursuant to the terms of this Award Agreement and the Plan. The Company shall not retain fractional Shares to satisfy any portion of the tax withholding obligation. Accordingly, if any withholding is done through the withholding of Shares, Participant shall pay to the Company an amount in cash sufficient to satisfy the remaining tax withholding obligation due and payable as a result of the Company not retaining fractional Shares. Should the Company be unable to procure such cash amounts from Participant, Participant agrees and acknowledges that Participant is giving the Company permission to withhold from Participant’s paycheck(s) an amount equal to the remaining tax withholding obligation due and payable as a result of the Company not retaining fractional Shares.

Withholding of Taxes. (a) Notwithstanding any contrary provision of this Award AgreementAppendix A, no certificate representing restrictions on the Ordinary Restricted Shares will may be issued to Participant, removed from the records of the transfer agent or otherwise unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Participant the Recipient with respect to the payment of income and employment taxes in respect of the amount that is considered compensation includable in such person’s gross income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which the Company WEBM determines must be withheld with respect to such Ordinary Restricted Shares, pursuant to the Code and any applicable state statute or regulation (collectively, “Withholding Taxes”). Prior Such arrangements may include, without limitation and in the Committee’s sole discretion, an agreement to vesting and/or settlement immediately sell all or a portion of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory then-vesting Restricted Shares upon removal of such restrictions and to remit cash proceeds to WEBM from any such sale in an amount sufficient to satisfy Withholding Taxes. (b) At the Company and/or Subsidiary or other affiliate sole and absolute discretion of the Company employing Committee, the Recipient may pay all or retaining Participant any part of the total estimated Withholding Taxes arising out of the vesting of Restricted Shares (the a “EmployerTax Event”) by tendering previously-vested Restricted Shares to WEBM or arranging for a portion of the then-vesting Restricted Shares to be tendered to WEBM upon the occurrence of such Tax Event, in any event with an aggregate value in an amount sufficient to satisfy Withholding Taxes. In such event, the Recipient must, however, notify the Committee of his or her desire to satisfy all withholding and payment obligations or any part of TaxWithholding Taxes arising out of a Tax Event by tendering previously-Related Items vested Restricted Shares or arranging for then-vesting Restricted Shares to be tendered in each case prior to the date that the amount of federal or state income tax to be withheld is to be determined. For purposes of this Section, Restricted Shares shall be valued at their Fair Market Value (as such term is defined in the Plan) on the date that the amount of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required tax withholdings is to be withheld, determined. (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as In the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees event that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant Recipient fails to make satisfactory arrangements for with respect to the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest Withholding Taxes pursuant to Sections 3 Section 7(a) above and further fails to make arrangements for the satisfaction of such tax liabilities pursuant to Section 7(b) above, upon written notice by the Committee, the Recipient shall (1) sell all or 4 a portion of the then-vesting Restricted Shares in an amount sufficient to satisfy Withholding Taxes (including any interest or Tax-Related Items related penalties accrued on such taxes as a result of Recipient’s delay in arranging to Performance Share Units otherwise are duesatisfy such obligations) immediately upon removal of applicable restrictions, Participant will permanently forfeit and (2) immediately remit such Performance Share Units and any right amount to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the CompanyWEBM.

Withholding of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Shares (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed any amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Shares or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant of Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock or any aspect of the Restricted Stock to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will of Restricted Stock may be issued released from the escrow established pursuant to ParticipantSection 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“any Tax-Related Items”) Items which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Restricted Stock Units, Participant Grantee will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant Grantee’s employer (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant Xxxxxxx authorizes the Company and/or the Employer to withhold any Tax-Related Items all applicable tax withholding obligations legally payable by Participant Grantee from his or her wages or other cash compensation paid to Participant Grantee by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCommittee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to require that any tax withholding obligations be satisfied by Shares being sold on Xxxxxxx’s behalf pursuant to such procedures as the Company may specify from time to time (it being understood that the Shares to be sold must have vested pursuant to the terms of this Award Agreement and the Plan) and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. The proceeds from such sale will be used to satisfy Grantee’s tax withholding obligation (and any associated broker or other fees) arising with respect to Xxxxxxx’s Restricted Stock Units. Only whole Shares will be sold to satisfy any obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to Participant. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges obligations. Any proceeds from the sale of Shares in excess of the tax withholding obligations (and agrees that any associated broker or other fees) will be paid to Grantee in accordance with procedures the Company and/or the Employer (or former employer, as applicable) may be required specify from time to withhold or account for tax in more than one jurisdictiontime. If Participant Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items tax withholding obligations related to Performance Share Restricted Stock Units otherwise are due, Participant Grantee will permanently forfeit such Performance Share Restricted Stock Units and any right to receive Ordinary Shares thereunder and the Performance Share Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. When Shares are delivered upon vesting of Shares of Restricted Stock or, in the discretion of the Company, such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Affiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Restricted Stock awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the AdministratorCompany) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) which any Tax Obligations that the Company determines must be withheld or collected with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorCompany (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares cash having a fair market sufficient value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing Tax Obligations that the number Company determines cannot be satisfied through the withholding of Ordinary Shares otherwise deliverable Shares or that are due prior to Participantthe issuance of Shares under the Restricted Stock award. All Tax Obligations related to the Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. Further, if Participant is subject to tax the Employee shall be bound by any additional withholding requirements included in more than one jurisdiction between the Date Notice of Grant and a date [and/or Exhibit [__]] of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance Share Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due, Participant will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units will be returned to the Company at no cost to the Companythis Agreement.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Ordinary Shares will represented by the Restricted Stock which is the subject of the Grant may be issued released from the escrow established pursuant to ParticipantSection 2, unless and until satisfactory arrangements (as determined by the AdministratorCommittee) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll tax, fringe benefit tax, payment on account or employment and other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) taxes which the Company determines must be withheld with respect to such Ordinary Shares. Prior to vesting and/or settlement of the Performance Share Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Subsidiary or other affiliate of the Company employing or retaining Participant (the “Employer”) to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Ordinary Shares. Alternatively, or in addition, if permissible under applicable local law, the AdministratorThe Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such Tax-Related Itemstax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Ordinary Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Ordinary Shares otherwise deliverable to Participant Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Ordinary Shares having a fair market value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations for Tax-Related Items by reducing the number of Ordinary Shares otherwise deliverable to ParticipantGrantee. FurtherTo the extent the Committee may exercise discretion to allow withholding of additional amounts without adversely affecting the accounting treatment of the Grant, if Participant the Committee may so exercise such discretion, but is subject not obligated to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdictionallow such additional withholding. If Participant Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items required tax withholding obligations hereunder at the time any applicable Performance Share Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance Share Units otherwise are due4, Participant Grantee will permanently forfeit such Performance Share Units and any right to receive Ordinary Shares thereunder and the Performance Share Units Shares will be returned to the Company at no cost to the Company.