Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum 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. No fractional Shares will be withheld or issued pursuant to the grant of this AgreementRestricted Stock Units and the issuance of Shares thereunder. 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, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 9. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

Withholding of Taxes. Notwithstanding any contrary provision of this AgreementTo the extent required by Applicable Law, no Shares of Common Stock will be issued the Company has the authority to deduct or withhold, or require the Participant to remit to the ParticipantCompany, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect an amount sufficient to the payment of income (including satisfy all applicable federal, state, local and foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which (including the Company determines must Participant’s tax obligation) required by Applicable Law to be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including taxable event arising from the grant of the Restricted Stock UnitsOption. At the Company’s election, the vesting of Restricted Stock UnitsParticipant may satisfy his or her tax obligation, the settlement of the Restricted Stock Units in shares of Common Stock whole or the receipt of an equivalent cash paymentin part, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and by either: (iia) do not commit electing to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, have the Company may withhold Ordinary Shares otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to be delivered with a Fair Market Value (as defined in the vesting schedule, having a fair market value Plan) equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory obligation; (b) surrendering to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having previously owned Ordinary Shares with a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate tax withholding obligation; (c) allowing the Company policy to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or Applicable Laws(d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant fails has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to make satisfactory arrangements for suspend the payment vesting of the Withholding Taxes hereunder at Option (the “Suspended Period”) 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 any applicable Restricted Stock Units at which the specific number of Ordinary Shares underlying the Option may otherwise are scheduled to vest pursuant to Section 3under the original vesting schedule shall be postponed, in each case, by the Participant will permanently forfeit such Restricted Stock Units and any shares same number of Common Stock otherwise deliverable with respect thereto, and days that elapse during the Restricted Stock Units will not be issued to ParticipantSuspended Period.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federalincome, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account employment and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”)issuable. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer to satisfy such tax withholding obligation, in whole or in part (the “Employer”without limitation) (i) make no representations by one or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect more of the Restricted Stock Units, including following: (a) paying cash or by equivalent means acceptable to the grant Administrator or (b) selling a sufficient number of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in such shares of Common Stock 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 receipt of an equivalent cash payment, amount required to be withheld. If the subsequent sale Participant fails to make satisfactory arrangements for the payment of any shares of Common Stock acquired required tax withholding obligations hereunder at vesting and the receipt of time any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the applicable Restricted Stock Units are otherwise scheduled to reduce vest pursuant to Sections 3 or eliminate 5 (but in no event more than forty-five 45 days following any such date), Participant will permanently forfeit such Restricted Stock Units and they will be returned to the Company at no cost to the Company. Notwithstanding the foregoing provisions of this Section 9, in the event Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes's termination as an Employee is due to Participant's death or Disability (resulting in acceleration of vesting pursuant to Section 4 of this Appendix A), the Company may will withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of income, employment and other taxes which the Company determines must be withheld (the "Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both ") pursuant to such procedures as the Plan Administrator may specify from time to time. The If the Company determines that it will not retain fractional shares of Common Stock Shares to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay(or, or make adequate arrangements satisfactory if applicable, the permissible transferee under Section 8) will pay to the Company or to the Employer (an amount in their sole discretion) cash sufficient to satisfy all withholding the remaining Withholding Taxes due and payment on account obligations payable as a result of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participantretaining fractional Shares.

Withholding of Taxes. Notwithstanding Participant acknowledges that, regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined action taken by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federalCompany or, stateif different, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) make all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the treatment of any Withholding Taxes Tax Obligations in connection with any aspect of the Restricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax Obligations or achieve any particular tax result. To satisfy Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Withholding TaxesDate of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Service Recipient may withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value equal to the minimum amount required that is necessary to be withheld meet the withholding requirement for the payment of the such Withholding Taxes, or, Obligations (or such greater amount as Participant may elect if permitted by the Administrator Administrator, if such greater amount would not result in its sole discretionadverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator may determine Administrator, if such greater amount would not have result in adverse financial accounting consequences), (v) selling a sufficient number of such 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator determines deems appropriate, or (vii) any combination of the foregoing methods of payment. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its sole discretion, and both it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to such a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures as the Plan Administrator Company may specify from time to time. The Company Until determined otherwise by the Administrator, any Withholding Obligations will not retain fractional shares of Common Stock to satisfy any portion be satisfied through the following method: (i) if Participant is a Section 16 officer of the Withholding Taxes. If shares Company under the Exchange Act as of Common Stock equal to the minimum amount are being withheldDate of Grant, and Net Share Withholding, or (ii) if Participant is not a Section 16 officer of the Plan Administrator determines that Company under the withholding Exchange Act as of whole shares the Date of Common Stock results in an over-withholding to meet the minimum tax withholding requirementsGrant, a reimbursement will be made Sell to Cover. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences of the transactions contemplated by this Award Agreement. With respect to such matters, Participant as soon as administratively possible. If relies solely on such advisers and not on any statements or representations of the Company does or any of its agents, written or oral. Participant understands that Participant (and not withhold the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award Agreement. For clarification purposes, in shares of Common Stock as described above, prior to no event will the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Company issue Participant shall pay, or make adequate any Shares unless and until arrangements satisfactory to the Company or to Administrator have been made for the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsObligations. If the Participant fails to make satisfactory arrangements for the payment of the such Withholding Taxes Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3this Award Agreement or Participant’s Withholding Obligations otherwise become due, the Participant permanently will permanently forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not be issued to Participantdelivered at the time they are due.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested PSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the employing parent of this Agreementthe Company or Subsidiary) with respect to the Shares, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee or the Company, as applicable, with respect to the Shares on the date that the amount of tax to be withheld or remitted is to be determined. No fractional Shares will be withheld or issued pursuant to the grant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”)PSUs. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock UnitsBy accepting this Award, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit Grantee expressly consents to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results Shares and to any cash or Share withholding as provided for in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made this Paragraph 8. All income and other taxes related to the Participant as soon as administratively possiblePerformance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. If In no event will the Company does not withhold in shares of Common Stock as described above, prior to reimburse the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages Grantee for any taxes or other cash compensation payable to costs that may be imposed on the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting Grantee as result of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.409A.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividendsdividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 33 or Section 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary employing or retaining the Employee (as determined by the Plan Administrator“Employer”) will have been made by the Participant take with respect to the payment of any or all income tax (including U.S. federal, state, foreign state and local taxestax and/or non-U.S. tax), employment, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and other taxes which legally applicable to the Employee or deemed by the Company determines must or the Employer to be withheld with respect an appropriate charge to such shares so issuable the Employee even if technically due by the Company or the Employer (the “Withholding TaxesTax-Related Items”). Participant , the Employee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Participant’s actual employer Employer (the “Employer”) (ia) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including the grant of the Restricted Stock UnitsRSUs, the vesting of Restricted Stock Unitsthe RSUs, the settlement delivery of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentShares, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividendsdividends or dividend equivalents; and (iib) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units Award to reduce or eliminate the ParticipantEmployee’s liability for Withholding TaxesTax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 8 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To satisfy the Withholding Taxesavoid negative accounting treatment, the Company may withhold otherwise deliverable shares or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Common Stock upon vesting Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Restricted Stock Units, according Shares subject to the vesting schedulevested portion of the Award, having notwithstanding that a fair market value equal number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the minimum amount required withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 8. Notwithstanding any contrary provision of this Agreement, no Shares will be withheld for issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an overTax-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantRelated Items.

Withholding of Taxes. Notwithstanding (a) Participant acknowledges that, regardless of any contrary provision of this Agreementaction taken by Prologis or, no Shares of Common Stock will be issued to if different, Participant’s employer (the Participant, unless and until satisfactory arrangements (as determined by “Employer”) the Plan Administrator) will have been made by the Participant with respect to the payment of ultimate liability for all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and other taxes which the Company determines must be withheld with respect legally applicable to such shares so issuable Participant (the “Withholding TaxesTax-Related Items”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant , is and remains the Participant’s responsibility and may exceed the amount actually withheld by Prologis or the Employer. (b) Participant acknowledges and agrees that the Company Prologis and/or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the Restricted Stock Unitsgrant, including the grant vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and pursuant to such settlement, the accrual or settlement of any Dividend Equivalent Payments and/or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Restricted Stock Units or Dividend Equivalent Payments to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items or achieve any particular tax result. To satisfy Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Withholding TaxesDate of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that Prologis and/or the Company Employer (or former employer, as applicable) may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount be required to be withheld withhold or account for the payment of the Withholding Taxes, or, if permitted by the Administrator Tax-Related Items in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequencesmore than one jurisdiction. (c) Prior to any relevant taxable or tax withholding event, as the Administrator determines in its sole discretionapplicable, and both pursuant Participant agrees to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to Prologis and/or the Employer (in their sole discretion) to satisfy all Tax-Related Items. If such arrangements are not made by Participant by the date specified by Prologis and communicated to Participant (and in no event less than 30 days prior to the Vesting Date), Participant authorizes Prologis or its agent to satisfy the obligations with regard to all Tax-Related Items by withholding and payment on account obligations in shares of Stock to be issued upon settlement of the Company and/or Restricted Stock Units and, if applicable, Dividend Equivalent Units. In the event that such withholding in Stock is problematic under applicable tax or securities law or has adverse accounting consequences, by Participant’s acceptance of this Award, Participant authorizes and directs Prologis and any brokerage firm determined acceptable to Prologis to sell, on Participant’s behalf, a whole number of shares of Stock from those shares of Stock issued to Participant upon settlement of the Restricted Stock Units and, if applicable, Dividend Equivalent Unit as Prologis determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. (d) Depending on the withholding method, Prologis may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a cash refund of any over-withheld amount not remitted to tax authorities on Participant’s behalf and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units and, if applicable, Dividend Equivalent Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. (e) Finally, Participant agrees to pay to Prologis or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant including through withholding from the Participant’s wages or other cash compensation payable paid to the Participant by Prologis and/or the Company Employer, any amount of Tax-Related Items that Prologis or the Employer may be required to withhold or from any equivalent cash payment received account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. Prologis may refuse to issue or deliver the Stock issuable upon vesting of the Restricted Stock Units and, if applicable, Dividend Equivalent Units. Alternatively, or in additionthe proceeds of the sale of such Stock, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for comply with Participant’s obligations in connection with the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantTax-Related Items.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued 10.1 Prior to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the delivery to Participant of a stock certificate or evidence of book entry Shares with respect to Restricted Shares for which the payment Period of income (including Restrictions has lapsed, Participant shall pay to the Company the federal, state, foreign state and local taxes), employment, social insurance, payroll tax, payment on account income taxes and other taxes which amounts as may be required by law to be withheld by the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”)) with respect to such Restricted Shares. The Participant acknowledges that may satisfy such tax withholding obligation, in whole or in part by one or more of the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) following: (i) make no representations paying by cash or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Unitscheck, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit electing to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, have the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory (iii) delivering to the Company or to the Employer (in their sole discretion) to satisfy all withholding already vested and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant owned Shares having a Fair Market Value equal to the Withholding Taxesamount required to be withheld, provided that or (iv) selling a sufficient number of such sale does not violate Shares otherwise deliverable to Participant under this Award through such means as the Company policy or Applicable Lawsmay determine in its sole discretion equal to the amount required to be withheld. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant and for the Period of Restrictions to Section 3lapse, the Participant will permanently forfeit such Shares. 10.2 Participant understands that Participant may elect to be taxed at the time the Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, Shares are awarded rather than when Restricted Shares vest and the Restricted Stock Units will not be issued to ParticipantPeriod of Restriction lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the Grant Date. THE PARTICIPANT (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING THE 83(B) ELECTION FORM, EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS AGENTS TO MAKE THIS FILING ON PARTICIPANT’S BEHALF. THE 83(B) ELECTION FORM MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS AFTER THE DATE OF GRANT OF THIS RESTRICTED STOCK.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements (as determined by Company or the Plan Administrator) will have been made by the Participant employing Subsidiary takes with respect to the payment of any or all income tax (including U.S. federal, state, foreign state and local taxestax and/or non-U.S. tax), employment, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and other taxes which legally applicable to the Company determines must be withheld with respect to such shares so issuable Employee (the “Withholding TaxesTax-Related Items”). Participant , the Employee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company and/or the employing Subsidiary. The Employee further acknowledges that the Company and/or the Participant’s actual employer employing Subsidiary (the “Employer”) (ia) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Unitsthis Award, including the grant or vesting of the Restricted Stock Units, the vesting issuance of Shares as payment for vested Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting the Shares and the receipt of any dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant this Award or any aspect of this Award to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the employing Subsidiary (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. As a condition of the issuance of Shares as payment for vested Restricted Stock Units, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all applicable Tax-Related Items legally required to be withheld by the Company or the employing Subsidiary with respect to this Award, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items in advance of the arising of any withholding 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, unless required by local laws. Notwithstanding any provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from proceeds of the sale of Shares acquired at vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to reduce this authorization) and/or from salary or eliminate other amounts payable to the Participant’s liability for Withholding TaxesEmployee, cash having a sufficient value to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. To satisfy the Withholding Taxesavoid negative accounting treatment, the Company may withhold otherwise deliverable shares or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation of Common Stock upon vesting Tax-Related Items is satisfied by reducing the number of Restricted Stock UnitsShares delivered as described herein, according for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to this Award notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan. All Tax-Related Items related to this 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 vesting schedulewithholding of Shares, having a fair market value equal to the minimum amount required to be withheld for the payment withholding of the Withholding Taxes, or, if permitted by proceeds of the Administrator sale of Shares and to any additional cash withholding as provided for in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timethis paragraph 9. The Company will not retain fractional shares of Common Stock may refuse to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal deliver to the minimum amount are being withheld, and Employee any Shares pursuant to this Award if the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Employee fails to make satisfactory arrangements for comply with the payment of Employee’s obligation in connection with the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantTax-Related Items.

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 Deferred Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Deferred Stock Units, 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 Deferred Stock Units or any aspect of the Deferred Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due without limitation) by the Participant is and remains the Participant’s responsibility and that (a) paying cash, (b) electing to have the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory (c) delivering to the Company or to the Employer (in their sole discretion) to satisfy all withholding already vested and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant owned Shares having a Fair Market Value equal to the Withholding Taxesamount required to be withheld, provided that or (d) selling a sufficient number of such sale does 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. To the extent determined appropriate by the Company in its discretion, it will have the right (but not violate Company policy or Applicable Lawsthe obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Deferred Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Deferred Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Restricted Deferred Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

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, vesting or settlement of the Performance Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Performance Stock Units, 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 Performance Stock Units or any aspect of the Performance Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued and no cash will be paid to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable the Performance Stock Units. On each vesting date (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that or other date or time at which the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit is required to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxeswithhold Tax-Related Items), the Company may withhold will retain from the Shares otherwise deliverable shares issuable on such date a number of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum amount statutory withholding obligation with respect to Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, the Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal Tax-Related Items relating to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Performance Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Performance Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Performance Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares and/or cash thereunder and the Restricted Performance Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this Agreementreason will be done by the Company through the Grantee’s paycheck. 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 Subsidiary) may instead, in its discretion, without an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 10. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested PSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the employing parent of this Agreementthe Company or Subsidiary) with respect to the Shares, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee or the Company, as applicable, with respect to the Shares on the date that the amount of tax to be withheld or remitted is to be determined. No fractional Shares will be withheld or issued pursuant to the grant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”)PSUs. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock UnitsBy accepting this Award, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit Grantee expressly consents to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results Shares and to any cash or Share withholding as provided for in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made this Paragraph 7. All income and other taxes related to the Participant as soon as administratively possiblePerformance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. If In no event will the Company does not withhold in shares of Common Stock as described above, prior to reimburse the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages Grantee for any taxes or other cash compensation payable to costs that may be imposed on the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting Grantee as result of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.409A.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary employing or retaining the Employee (as determined by the Plan Administrator“Employer”) will have been made by the Participant take with respect to the payment of any or all income tax (including U.S. federal, state, foreign state and local taxestax and/or non-U.S. tax), employment, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and other taxes which legally applicable to the Employee or deemed by the Company determines must or the Employer to be withheld with respect an appropriate charge to such shares so issuable the Employee even if technically due by the Company or the Employer (the “Withholding TaxesTax-Related Items”). Participant , the Employee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Participant’s actual employer Employer (the “Employer”) (ia) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including the grant of the Restricted Stock UnitsRSUs, the vesting of Restricted Stock Unitsthe RSUs, the settlement delivery of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentShares, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividendsdividends or dividend equivalents; and (iib) do not commit to continue to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units Award to reduce or eliminate the ParticipantEmployee’s liability for Withholding TaxesTax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 9 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To satisfy the Withholding Taxesavoid negative accounting treatment, the Company may withhold otherwise deliverable shares or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Common Stock upon vesting Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Restricted Stock Units, according Shares subject to the vesting schedulevested portion of the Award, having notwithstanding that a fair market value equal number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the minimum amount required withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 9. Notwithstanding any contrary provision of this Agreement, no Shares will be withheld for issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an overTax-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantRelated Items.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares of Common Stock so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Participant may instruct and authorize the Plan Administrator to pay Withholding Taxes, in whole or in part, by one of the additional following alternatives: (a) the Participant providing irrevocable instructions to a Company-designated broker to deliver cash to the Company may allow Participant (or the Employer) from the Participant’s previously established account with such broker equal to satisfy the Withholding Taxes payable by Taxes; or (b) the Participant, by Participant providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of anything in this AgreementAgreement to the contrary, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations certificate or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in book-entry notation representing shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according be delivered to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received Grantee upon vesting of the Restricted Stock UnitsUnits evidenced by the RSU Award unless and until the Grantee shall have delivered to the Corporation the minimum statutorily required amount of any federal, state or local income or other taxes which the Corporation may be required by law to withhold with respect to such vesting of the RSU Award and the issuance and delivery of shares of Common Stock in connection therewith. AlternativelyThe Grantee may elect to satisfy any such income tax withholding requirement by payment in cash to the Corporation on or prior to the vesting date, or in addition, if permissible under local law, the Company Committee’s sole discretion and pursuant to such procedures as may allow Participant to satisfy the Withholding Taxes payable be established by the ParticipantCommittee in its sole discretion, (i) by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of having the Corporation withhold shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal Grantee upon vesting of the RSU Award or by delivering to the Withholding TaxesCorporation previously acquired shares of Common Stock; provided, provided however, that the number of such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect theretoso withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (ii) by effecting “sell-to-cover” transactions through a broker in which the Restricted Grantee sells that number of shares of Common Stock Units will not in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be issued collected by the broker and making arrangements to Participantremit the cash proceeds of such sales to the Corporation; or (iii) by a combination of such methods.

Withholding of Taxes. Notwithstanding Participant acknowledges that, regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined action taken by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federalCompany or, stateif different, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) make all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the treatment of any Withholding Taxes Tax Obligations in connection with any aspect of the Restricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax Obligations or achieve any particular tax result. To satisfy Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Withholding TaxesDate of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Service Recipient may withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value equal to the minimum amount required that is necessary to be withheld meet the withholding requirement for the payment of the such Withholding Taxes, or, Obligations (or such greater amount as Participant may elect if permitted by the Administrator Administrator, if such greater amount would not result in its sole discretionadverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator may determine Administrator, if such greater amount would not have result in adverse financial accounting consequences), (v) selling a sufficient number of such 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator determines deems appropriate, or (vii) any combination of the foregoing methods of payment. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its sole discretion, and both it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to such a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures as the Plan Administrator Company may specify from time to time. The Company will not retain fractional shares of Common Stock Participant is advised to satisfy any portion review with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences of the Withholding Taxestransactions contemplated by this Award Agreement. If shares With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does or any of its agents, written or oral. Participant understands that Participant (and not withhold the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award Agreement. For clarification purposes, in shares of Common Stock as described above, prior to no event will the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Company issue Participant shall pay, or make adequate any Shares unless and until arrangements satisfactory to the Company or to Administrator have been made for the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsObligations. If the Participant fails to make satisfactory arrangements for the payment of the such Withholding Taxes Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3this Award Agreement or Participant’s Withholding Obligations otherwise become due, the Participant permanently will permanently forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not be issued to Participantdelivered at the time they are due.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement(a) Whenever Restricted Stock Units vest, no Shares of Common Stock you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be issued subject to applicable taxes in your jurisdiction. (b) As of the ParticipantGrant Date, unless LSI is not required to withhold, and until satisfactory arrangements (as does not withhold, any shares when restricted stock units held by members of the Board who are U.S. residents vest and you will be responsible for the full amount of Tax Obligations applicable to your Restricted Stock Units. However, if LSI determines to withhold when Restricted Stock Units vest, then whenever Restricted Stock Units vest, LSI will withhold a portion of the shares otherwise issuable that have an aggregate market value sufficient to pay Tax Obligations determined by the Plan Administrator) will have been made by the Participant LSI to be applicable in connection with respect to the payment of income (including federalsuch vesting. If LSI determines Tax Obligations are applicable in connection with your Restricted Stock Units at any other time, stateLSI may, foreign and local taxes)in its sole discretion, employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect collect from you an amount equal to such shares so issuable (Tax Obligations in any of the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) following ways: (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect by withholding a portion of the Restricted Stock Units, including the grant proceeds from your sale of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit issued to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock you upon vesting of Restricted Stock Units, according (ii) by withholding, or having any Affiliate that employs you withhold, such amount from salary or other amounts payable to the vesting scheduleyou, having a fair market value equal or (iii) requiring you to the minimum pay such amount required to be withheld LSI. LSI may require or otherwise allow you to make alternate arrangements to satisfy such Tax Obligations. (c) LSI will not withhold or issue any fractional shares. LSI will not deliver shares unless and until arrangements satisfactory to LSI have been made for the payment satisfaction of Tax Obligations. (d) To the Withholding Taxes, or, if maximum extent permitted by law, LSI (or any employing Affiliate) has the Administrator in its sole discretionright to retain without notice from salary or other amounts payable to you, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock amounts sufficient to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator Tax Obligations that LSI determines that cannot be satisfied through the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made shares. All Tax Obligations related to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares delivered upon vesting are your sole responsibility. By [signing the Notice of Common Stock otherwise deliverable with respect theretoGrant] [accepting this Award], you expressly consent to the withholding of shares and the Restricted Stock Units will not be issued to Participantany additional cash withholding under this paragraph 7.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all federal, state, local or non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social security/national insurance contributions and employment taxes, arising out of this Agreementgrant of Restricted Share Units, no Shares the issuance of Common Stock will be issued Shares as payment for vested Restricted Share Units hereunder or the payment of cash for vested Restricted Share Units. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required to withhold taxes as a result of the grant of the Restricted Share Units, the issuance of Common Shares as payment for vested Restricted Share Units or the payment of cash for vested Restricted Share Units, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the date such Restricted Share Units become taxable equal to the Participantamount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Restricted Share Units become taxable, 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 until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant required social security/national 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 any action the Corporation or the Grantee’s Employer takes with respect to any or all income (including federal, state, foreign and local taxes), employmenttax, social security/national insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , the Grantee acknowledges and agrees that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him is and remains the ParticipantGrantee’s responsibility and that the Company and/or Corporation and or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or nor undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the this grant of Restricted Stock Share Units, including the grant of the Restricted Stock Share Units, the vesting issuance of Common Shares as payment for vested Restricted Stock Share Units, the settlement payment of the cash for vested Restricted Stock Share Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting Shares issued hereunder and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of Restricted Stock Share Units to reduce or eliminate the ParticipantGrantee’s liability for Withholding TaxesTax-Related Items. To satisfy The Grantee shall pay the Withholding TaxesCorporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s grant of Restricted Share Units, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Shares issued as payment for vested Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for Share Units or the payment of the Withholding Taxes, or, if permitted cash for vested Restricted Share Units that cannot be satisfied by the Administrator means previously described above in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timeSection 7(a). The Company will not retain fractional shares Corporation may refuse to issue Common Shares as payment of Common Stock to satisfy any portion of vested Restricted Share Units related thereto if the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for comply with the payment of Grantee’s obligations in connection with the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantTax-Related Items.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares certificate representing shares of Common Stock will be issued to the Participant, you unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant you with respect to the payment of income (including federal, state, local or foreign and local taxes)income, employment, social insurance, payroll tax, payment on account employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentso issuable. The Committee hereby allows you, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator Committee may specify from time to time. The Company will not retain fractional , to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have CryoLife or an Eligible Employer withhold otherwise deliverable shares of Common Stock to satisfy any portion of having a Fair Market Value, as defined in the Withholding Taxes. If shares of Common Stock Plan, equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company Tax Related Items required to be withheld; or the (c) electing to have CryoLife or an Eligible Employer to withhold all applicable Withholding Taxes legally payable by the Participant any amount of Tax Related Items from the Participant’s any wages or other cash compensation payable to the Participant you by the Company CryoLife or the Employer or from any equivalent cash payment received upon vesting of Eligible Employer, as the Restricted Stock Unitscase may be. Alternatively, or in addition, if permissible under local law, If the Company may allow Participant to satisfy the Withholding Taxes payable obligation for Tax Related Items is satisfied by the Participant, by providing irrevocable instructions to withholding a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable as described above, you will be deemed to have been issued the full number of shares of Stock subject to the Participant having vested performance shares, notwithstanding that a Fair Market Value equal to number of the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Lawsshares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the performance shares. If the Participant fails you fail to make satisfactory arrangements for the payment of the Withholding Taxes hereunder Tax Related Items at the time any applicable Restricted Stock Units otherwise performance shares are scheduled to vest pursuant to Section 3vest, the Participant you will permanently forfeit such Restricted Stock Units performance shares and any no shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participantyou pursuant to them.

Withholding of Taxes. Notwithstanding any contrary provision (i) The Company's obligations hereunder shall be subject to applicable foreign, federal, state and local withholding tax requirements. Foreign, federal, state and local withholding tax due in connection with the exercise of the Option under this Agreement, no Shares Agreement may be paid in cash or shares of Common Stock will be issued (either through the surrender of already-owned shares of Common Stock that the Participant has held for the period required to avoid a charge to the Participant, unless and until satisfactory arrangements (as determined by Company's reported earnings or the Plan Administratorwithholding of shares of Common Stock otherwise issuable to Participant pursuant to this Agreement) will have been made by the Participant with respect having a Fair Market Value equal to the payment required withholding and upon such other terms and conditions as the Board shall determine; provided, however, the Board, in its sole discretion, may require that such taxes be paid in cash; and provided, further, any election by a Participant subject to Section 16 of the Exchange Act to pay his or her withholding tax in shares of Common Stock shall be subject to and must comply with the rules promulgated under Section 16 of the Exchange Act. (ii) Regardless of any action the Company may take that is related to any or all income (including federal, state, foreign and local taxes), employment, social insurancetax, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). , the Participant acknowledges that the ultimate liability for all Withholding Taxes legally due Tax-Related Items is owed by the Participant is and remains will remain the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make makes no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; Tax-Related Items and (ii) do does not commit to structure the terms of the grant or any aspect of the Restricted Stock Units this Agreement to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy Tax-Related Items. (iii) Participant may not exercise the Withholding Taxes, Option unless the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or are satisfied. Accordingly, Participant may not be able to exercise the Employer. In this regardOption when desired even though the Option is vested, the Participant authorizes and the Company or the Employer shall have no obligation to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to issue a Company-designated broker to sell a sufficient number of certificate for such shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantStock.

Withholding of Taxes. Notwithstanding Participant acknowledges that, regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined action taken by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federalCompany or, stateif different, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) make all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the treatment of any Withholding Taxes Tax Obligations in connection with any aspect of the Restricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax Obligations or achieve any particular tax result. To satisfy Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Withholding TaxesDate of Award Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Participant acknowledges and agrees that the Company may withhold otherwise deliverable shares refuse to issue or deliver the Shares and may deem such Shares forfeited to the Company for no consideration. Notwithstanding any contrary provision of Common Stock upon this Agreement, no certificate representing the 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 the Tax Obligations. Prior to vesting and/or settlement of the Restricted Stock Units, according Participant will pay or make adequate arrangements satisfactory to the vesting scheduleService Recipient to satisfy all obligations of the Service Recipient for the Tax Obligations. In this regard, Participant authorizes the Service Recipient to withhold all applicable Tax Obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Service Recipient or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, 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 Obligations, in whole or in part (without limitation) by (a) paying cash (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant (c) delivering to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock already-owned Shares having a fair market value equal to the minimum statutory amount are being withheldrequired to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, and as the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall payits sole discretion, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretiond) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell selling a sufficient number of shares of Common Stock such Shares otherwise deliverable to Participant through such means as the Participant having Company may determine in its sole discretion (whether through a Fair Market Value broker or otherwise) equal to the Withholding Taxesamount required to be withheld for Tax Obligations. The Company, provided that in its sole discretion, will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such sale does not violate Company policy or Applicable Lawsobligations for Tax Obligations are satisfied. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4 or Tax Obligations related to the Restricted Stock Units otherwise are due, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. Participant has reviewed with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands that Participant (and not the Company) shall be issued to responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Common Stock will be issued to the ParticipantExecutive, unless and until satisfactory arrangements (as determined by the Plan AdministratorCompany) will have been made by the Participant Executive with respect to the payment of income (including federal, state, local and foreign and local taxes), employmentincome, social insurance, payroll tax, payment on account employment and any other applicable taxes which the Company determines must be withheld with respect to such shares so issuable Shares. The Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Executive to satisfy such tax withholding obligation, in whole or in part by one or more of the following (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that without limitation): (a) paying cash, (b) payroll withholding, (c) delivering to the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting already vested and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, owned Shares having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretiond) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell selling a sufficient number of shares of Common Stock such Shares otherwise deliverable to Executive through such means as the Participant having Company may determine in its sole discretion (whether through a Fair Market Value broker or otherwise) equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Lawsamount required to be withheld. If the Participant Executive fails to make satisfactory arrangements for the payment of the Withholding Taxes any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to this Agreement and such Executive is not an “executive officer” of the Company (within the meaning of Section 3402 of the Sarbanes Oxley Act of 2002), the Participant Executive will have 30 business days to cure such failure. If such failure is not cured within this 30-day period or, in the case of an “executive officer” of the Company, the Executive has failed to make satisfactory arrangements at the time the applicable Shares otherwise are scheduled to vest, the Executive hereby expressly consents to the Company retaining, to the maximum extent permitted by law and without notice, from salary or other amounts payable to the Executive cash having a sufficient value to satisfy any tax withholding obligations. To the extent such cash is insufficient to satisfy the Company’s tax withholding obligations, the Executive will permanently forfeit the Restricted Stock Units, or a portion thereof, and such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and will be returned to the Restricted Stock Units will not be issued Company at no cost to Participantthe Company.

Withholding of Taxes. Notwithstanding Participant acknowledges that, regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined action taken by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federalCompany or, stateif different, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) make all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the Award and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings regarding the treatment of any Withholding Taxes Tax Obligations in connection with any aspect of the Restricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit makes any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax Obligations or achieve any particular tax result. To satisfy Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Withholding TaxesDate of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Service Recipient may withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value equal to the minimum amount required that is necessary to be withheld meet the withholding requirement for the payment of the such Withholding Taxes, or, Obligations (or such greater amount as Participant may elect if permitted by the Administrator Administrator, if such greater amount would not result in its sole discretionadverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the applicable Service Recipient(s), (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator may determine Administrator, if such greater amount would not have result in adverse financial accounting consequences), (v) selling a sufficient number of such 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator determines deems appropriate, or (vii) any combination of the foregoing methods of payment. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its sole discretion, and both it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to such a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures as the Plan Administrator Company may specify from time to time. The Company Until determined otherwise by the Administrator, any Withholding Obligations will not retain fractional shares of Common Stock to satisfy any portion be satisfied through the following method: (i) if Participant is a Section 16 officer of the Withholding Taxes. If shares Company under the Exchange Act as of Common Stock equal to the minimum amount are being withheldDate of Grant, and Net Share Withholding, or (ii) if Participant is not a Section 16 officer of the Plan Administrator determines that Company under the withholding Exchange Act as of whole shares the Date of Common Stock results in an over-withholding to meet the minimum tax withholding requirementsGrant, a reimbursement will be made Sell to Cover. Participant is advised to review with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences of the transactions contemplated by this Award Agreement. With respect to such matters, Participant as soon as administratively possible. If relies solely on such advisers and not on any statements or representations of the Company does or any of its agents, written or oral. Participant understands that Participant (and not withhold the Company or any Service Recipient) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award Agreement. For clarification purposes, in shares of Common Stock as described above, prior to no event will the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Company issue Participant shall pay, or make adequate any Shares unless and until arrangements satisfactory to the Company or to Administrator have been made for the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsObligations. If the Participant fails to make satisfactory arrangements for the payment of the such Withholding Taxes Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3this Award Agreement or Participant’s Withholding Obligations otherwise become due, the Participant permanently will permanently forfeit such Restricted Stock Units to which Participant’s Withholding Obligation relates and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the such Restricted Stock Units will be returned to the Company at no cost to the Company. Participant acknowledges and agrees that the Company may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not be issued to Participantdelivered at the time they are due.

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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Units, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued and no cash will be paid to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including . On each vesting date (or other date or time at which the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit Company is required to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxeswithhold Tax-Related Items), the Company may withhold will retain from the Shares otherwise deliverable shares issuable on such date a number of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum amount statutory withholding obligation with respect to Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, the Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal Tax-Related Items relating to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares and/or cash thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision When shares of this AgreementRestricted Stock become vested, no Shares of Common the Restricted Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) Award recipient shall (i) make no representations pay the Company an amount of money necessary to satisfy the Company's tax withholding obligations under the Code and applicable state or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, local law arising from the vesting of such Restricted Stock Unitsor, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit elect to structure the terms receive a reduced number of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion the Company's tax withholding obligations. At the time a Restricted Stock Award recipient's shares of Restricted Stock become vested, the Company shall calculate the amount of the Withholding TaxesCompany's tax withholding obligations on the assumption that all such vested shares of Restricted Stock are made available for delivery. The Restricted Stock Award recipient may pay the Company the amount of the Company's tax withholding obligations by cashier's check drawn on a national banking association and payable to the order of the Company in United States dollars. Such payment, if any, shall be delivered to the Company within three days after the date of the lapse of restrictions. If the Restricted Stock Award recipient does not timely pay the Company an amount necessary to satisfy the Company's withholding obligation, he shall be deemed to have elected to have the Company withhold shares of the Restricted stock to satisfy the Company's withholding obligation. In the event that a Restricted Stock Recipient is deemed to have made such an election, the Company shall (i) reduce the number of vested shares of Restricted Stock made available for delivery so that the Fair Market Value of the shares withheld on the vesting date approximates the amount of tax the Company is obliged to withhold and (ii) in lieu of the withheld shares, remit cash to the United States Treasury and other applicable governmental authorities, on behalf of the Restricted Stock Award recipient, in the amount of the withholding tax due. If the Restricted Stock Award recipient is deemed to have elected to receive a reduced number of shares of Common Stock equal to satisfy the minimum amount are being withheldCompany's tax withholding obligations, and the Plan Administrator determines that Company shall withhold only the withholding number of whole shares of Common Stock results in an over-necessary to satisfy its minimum statutory withholding to meet the obligation, which shall be based on minimum statutory withholding rates for federal and state tax withholding requirementspurposes, a reimbursement will be made including payroll taxes, that are applicable to the Participant as soon as administratively possibleRestricted Stock Award recipient's taxable income arising from the vesting of his Restricted Stock. If the Company Fair Market Value of the withheld shares does not equal Company's minimum statutory withholding amount due, the Company shall withhold in whole shares of Common with a Fair Market Value slightly less than the minimum statutory withholding amount due. The Restricted Stock as described above, prior Award recipient shall pay to the issuance Company the remaining balance of the minimum statutory withholding amount due by cashier's check drawn on a national banking association and payable to the order of the Company in United States dollars. The withheld shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant not made available for delivery by the Company shall be retained as treasury stock or will be canceled and, in either case, the Employer or from any equivalent cash payment received upon vesting recipient's right, title and interest in such Restricted Stock shall terminate. All references to the Restricted Stock recipient in this Section 7.3 shall be deemed to be references to the estate of the Restricted Stock Units. Alternatively, or in additionrecipient, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to applicable. (2) Section 3, the Participant will permanently forfeit such Restricted Stock Units 8.2 is hereby amended and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.restated in its entirety as follows:

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement(a) Whenever Restricted Stock Units vest, no Shares of Common Stock you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be issued subject to applicable taxes in your jurisdiction. (b) Whenever Restricted Stock Units vest, LSI will withhold a portion of the Participant, unless and until satisfactory arrangements (as shares otherwise issuable that have an aggregate market value sufficient to pay Tax Obligations determined by the Plan Administrator) will have been made by the Participant LSI to be applicable in connection with respect to the payment of income (including federalsuch vesting. If LSI determines Tax Obligations are applicable in connection with your Restricted Stock Units at any other time, stateLSI may, foreign and local taxes)in its sole discretion, employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect collect from you an amount equal to such shares so issuable (Tax Obligations in any of the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) following ways: (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect by withholding a portion of the Restricted Stock Units, including the grant proceeds from your sale of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit issued to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock you upon vesting of Restricted Stock Units, according (ii) by withholding, or having the Affiliate that employs you withhold, such amount from salary or other amounts payable to the vesting scheduleyou, having a fair market value equal or (iii) requiring you to the minimum pay such amount required to be withheld LSI. LSI may require or otherwise allow you to make alternate arrangements to satisfy such Tax Obligations. (c) LSI will not withhold or issue any fractional shares. LSI will not deliver shares unless and until arrangements satisfactory to LSI have been made for the payment satisfaction of Tax Obligations. (d) To the Withholding Taxes, or, if maximum extent permitted by law, LSI (or the Administrator in its sole discretionemploying Affiliate) has the right to retain without notice from salary or other amounts payable to you, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock amounts sufficient to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator Tax Obligations that LSI determines that cannot be satisfied through the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made shares. All Tax Obligations related to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares delivered upon vesting are your sole responsibility. By [signing the Notice of Common Stock otherwise deliverable with respect theretoGrant] [accepting this Award], you expressly consent to the withholding of shares and the Restricted Stock Units will not be issued to Participantany additional cash withholding under this paragraph 7.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action Sun or the Participant, unless and until satisfactory arrangements company that employs you (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll April, 2007 tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant acknowledges , you acknowledge that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant you is and remains the Participant’s your responsibility and that the Company Sun and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the grant of Restricted Stock Units, including the grant grant, vesting and lapse of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentrepurchase rights, the subsequent sale of any shares of Common Stock acquired at vesting and Shares and/or the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the grant of Restricted Stock Units to reduce or eliminate the Participant’s your liability for Withholding TaxesTax-Related Items. To satisfy When the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Shares are issued as payment for vested Restricted Stock Units, according you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction. Sun or the vesting schedule, having a fair market value equal Employer is required to withhold from you an amount that is sufficient to pay the minimum amount federal, state and local income, employment and any other applicable taxes required to be withheld for by Sun or the payment Employer with respect to the Shares. Sun or the Employer may, in its discretion, meet this withholding requirement in any one or more of the Withholding Taxes, or, if permitted following ways: (a) by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any withholding or selling a portion of the Withholding Taxes. If shares of Common Shares that otherwise would be paid out for your vested Restricted Stock equal Units; (b) by withholding the amount necessary to pay the minimum amount are being withheldapplicable taxes from your paycheck, and the Plan Administrator determines that the with no withholding of whole shares of Common Stock results in an over-withholding Shares.; (c) by requiring you to make alternate arrangements to meet the minimum tax withholding requirements, a reimbursement obligation; or (d) such other method as Sun or the Committee may elect in compliance with local law. No payment of Shares will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of you (or your estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by Sun) have been made by you to fulfill Sun’s (or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretionEmployer’s) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer obligation to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or collect any income and other cash compensation payable taxes with respect to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. AlternativelyBy accepting this grant, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable you expressly consent to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any additional (or alternative) cash withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 9. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are your sole responsibility.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary or affiliate employing Grantee (as determined by the Plan Administrator"Employer") will have been made by the Participant take with respect to the payment of any or all income tax (including federal, state, foreign and and/or local taxes), employment, social insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding Taxes”"Tax-Related Items"). Participant , Grantee acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant Grantee is and remains the Participant’s Grantee's responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement payment of the Restricted Stock Units in shares of Common Stock Shares or the receipt of an equivalent cash paymentin cash, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s Grantee's liability for Withholding TaxesTax-Related Items. To satisfy Notwithstanding any contrary provision of this Agreement, no certificate representing the Withholding TaxesShares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according Administrator) will have been made by Grantee with respect to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of all Tax-Related Items which the Withholding TaxesCompany determines must be withheld with respect to such Shares so issuable. The Administrator, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, discretion and both pursuant to such procedures as the Plan Administrator it may specify from time to time. The Company will not retain fractional shares of Common Stock , may permit Grantee to satisfy any portion Tax-Related Items, in whole or in part by one or more of the Withholding Taxes. If shares of Common Stock equal following (without limitation): (a) paying cash, (b) withholding from the Grantee's wages or other cash compensation paid to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of Grantee by the Company and/or the Employer. In this regard, the Participant authorizes (c) have the Company withhold otherwise deliverable Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Employer Company may determine in its sole discretion (whether through a broker or otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to withhold all applicable Withholding Taxes legally payable by have been issued the Participant from the Participant’s wages or other cash compensation payable full number of Shares subject to the Participant by vested Restricted Stock Units, notwithstanding that a number of the Company or Shares are held back solely for the Employer or from purpose of paying the Tax-Related Items due as a result of any equivalent cash payment received upon vesting aspect of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for the payment of the Withholding Taxes any Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Section 32, the Participant Grantee will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, Shares and the Restricted Stock Units Shares will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.

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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Units, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued and no cash will be paid to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including . On each vesting date (or other date or time at which the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit Company is required to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxeswithhold Tax-Related Items), the Company may withhold will retain from the Shares otherwise deliverable shares issuable on such date a number of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum amount statutory withholding obligation with respect to Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, the Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal Tax-Related Items relating to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax- Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares and/or cash thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Related Entity) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the employing Related Entity) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of this AgreementRestricted Stock Units and the issuance of Shares thereunder. The Company (or the employing Related Entity) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s salary or other amounts payable to the Grantee, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s salary or other amounts payable to the Grantee, as indicated above), no Shares of Common Stock will be issued to the Participant, Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 14. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all taxes, including withholding taxes, arising out of this Agreementgrant or the vesting of Restricted Shares hereunder. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required to withhold taxes as a result of the grant, no vesting or subsequent sale of Shares hereunder, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Shares for which the Restricted Period has expired or other Common Stock will be issued to Shares owned by the ParticipantGrantee, unless and until satisfactory arrangements (having a fair market value, as determined by the Plan AdministratorCorporation on the last day of the Restricted Period equal to the amount of such taxes, or (ii) will have been made by make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the Participant 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 any action the Corporation or the Grantee’s Employer takes with respect to any or all income (including federal, state, foreign and local taxes), employmenttax, social security/insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , the Grantee acknowledges and agrees that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him is and remains the ParticipantGrantee’s responsibility and that the Company and/or Corporation and or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or nor undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the this grant of Restricted Stock UnitsShares, including the grant of the Restricted Stock Unitsgrant, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentrelease, the subsequent sale of any shares of Common Stock acquired at vesting Shares and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of Restricted Stock Units Shares to reduce or eliminate the ParticipantGrantee’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timeTax-Related Items. The Company will not retain fractional shares of Common Stock to satisfy any portion of Grantee shall pay the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company Corporation or the Employer to withhold all applicable Withholding Taxes legally payable by any amount of Tax-Related Items that the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company Corporation or the Employer or from any equivalent cash payment received upon vesting may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable Shares that cannot be satisfied by the Participant, by providing irrevocable instructions means previously described above in Section 10(a). The Corporation may refuse to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to deliver the Participant having a Fair Market Value equal to Shares related thereto if the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for comply with the payment of Grantee’s obligations in connection with the Withholding Taxes hereunder at Tax-Related Items. (c) Grantee will notify the time any applicable Restricted Stock Units otherwise are scheduled to vest Corporation in writing if he or she files an election pursuant to Section 383(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 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Grant Date. This time period cannot be issued to Participantextended. The Grantee acknowledges that timely filing of a Section 83(b) election is the Grantee’s sole responsibility. 11.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all federal, state, local or non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social security/national insurance contributions and employment taxes, arising out of this Agreementgrant of Restricted Share Units, no Shares the issuance of Common Stock will be issued Shares as payment for vested Restricted Share Units hereunder or the payment of cash for vested Restricted Share Units. In the event that the Corporation or the Grantee's employer (the “Employer”) is required to withhold taxes as a result of the grant of the Restricted Share Units, the issuance of Common Shares as payment for vested Restricted Share Units or the payment of cash for vested Restricted Share Units, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the date such Restricted Share Units become taxable equal to the Participantamount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Restricted Share Units become taxable, 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 until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant required social security/national 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 any action the Corporation or the Grantee's Employer takes with respect to any or all income (including federal, state, foreign and local taxes), employmenttax, social security/national insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , the Grantee acknowledges and agrees that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him is and remains the Participant’s Grantee's responsibility and that the Company and/or Corporation and or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or nor undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the this grant of Restricted Stock Share Units, including the grant of the Restricted Stock Share Units, the vesting issuance of Common Shares as payment for vested Restricted Stock Share Units, the settlement payment of the cash for vested Restricted Stock Share Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting Shares issued hereunder and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of Restricted Stock Share Units to reduce or eliminate the Participant’s Grantee's liability for Withholding TaxesTax-Related Items. To satisfy The Grantee shall pay the Withholding TaxesCorporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the Grantee's participation in the Plan or the Grantee's grant of Restricted Share Units, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Shares issued as payment for vested Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for Share Units or the payment of the Withholding Taxes, or, if permitted cash for vested Restricted Share Units that cannot be satisfied by the Administrator means previously described above in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timeSection 7(a). The Company will not retain fractional shares Corporation may refuse to issue Common Shares as payment of Common Stock to satisfy any portion of vested Restricted Share Units related thereto if the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for comply with the payment of Grantee's obligations in connection with the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantTax-Related Items.

Withholding of Taxes. Regardless of any action the Company or Participant’s employer (if other than the Company) (the “Employer”) takes with respect to any or all Withholding Taxes, if any, that arise upon the grant or vesting of the Restricted Shares (including any corresponding Dividend Equivalent Rights) or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. Participant further acknowledges that each of the Company and the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares (including any corresponding Dividend Equivalent Rights) 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 Shares or any aspect of the Restricted Shares (including any corresponding Dividend Equivalent Rights) to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Grant Date 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 provisions of this Award Agreement, no Restricted Shares of Common Stock or unrestricted Shares will be issued to the Participant (or Participant, ’s estate or Beneficiary) unless and until satisfactory arrangements (as determined by the Plan AdministratorCompany) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable Shares. The Committee, in its sole and absolute discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (the “Withholding Taxes”without limitation). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due , by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Unitspaying cash, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit electing to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, have the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld; provided that such Shares have been held for at least the payment minimum period of time that would allow the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have Company to avoid adverse accounting consequences, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Administrator determines Company may determine in its sole and absolute discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company, in its sole and absolute discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will have the right (but not retain fractional shares of Common Stock the obligation) to satisfy any portion Tax-Related Items by (Y) reducing the number of the Withholding Taxes. If shares of Common Stock equal Shares otherwise deliverable to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall payParticipant, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretionZ) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsEmployer. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect theretoShares, and the Restricted Stock Units Shares will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action Red Lion or the Participant, unless and until satisfactory arrangements company that employs you (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant acknowledges , you acknowledge that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant you is and remains the Participant’s your responsibility and that Red Lion and the Company and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the grant of Restricted Stock Units, including the grant grant, vesting and lapse of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentrepurchase rights, the subsequent sale of any shares of Common Stock acquired at vesting and and/or the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the grant of Restricted Stock Units to reduce or eliminate the Participant’s your liability for Withholding TaxesTax-Related Items. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable When shares of Common Stock upon vesting of are issued as payment for vested Restricted Stock Units, according you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction. Red Lion or the vesting schedule, having a fair market value equal Employer is required to withhold from you an amount that is sufficient to pay the minimum amount federal, state and local income, employment and any other applicable taxes required to be withheld for by Red Lion or the payment of Employer with respect to the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock issued to satisfy you. Red Lion or the Employer may, in its discretion, meet this withholding requirement in any one or more of the following ways: (a) by withholding or selling a portion of the Withholding Taxes. If shares of Common that otherwise would be paid out for your vested Restricted Stock equal Units; (b) by withholding the amount necessary to pay the minimum amount are being withheldapplicable taxes from your paycheck, and the Plan Administrator determines that the with no withholding of whole shares of Common Stock results in an over-withholding shares; (c) by requiring you to make alternate arrangements to meet the minimum tax withholding requirements, a reimbursement obligation; or (d) such other method as Red Lion or the Administrator may elect in compliance with local law. No payment of shares will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of you (or your estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by Red Lion) have been made by you to fulfill Red Lion’s (or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretionEmployer’s) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer obligation to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or collect any income and other cash compensation payable taxes with respect to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. AlternativelyBy accepting this grant, you expressly consent to and authorize the withholding of Shares and to any additional (or alternative) cash withholding as provided for in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable this paragraph 8. All income and other taxes related to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units Unit award and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participantdelivered in payment thereof are your sole responsibility.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this Agreementreason will be done by the Company through the Grantee’s paycheck. 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 Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 9. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

Withholding of Taxes. Regardless of any action the Company or Participant’s employer (if other than the Company) (the “Employer”) takes with respect to any or all Withholding Taxes, if any, that arise upon the grant or vesting of the RSUs (including any corresponding Dividend Equivalent Rights) or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. Participant further acknowledges that each of the Company and the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs (including any corresponding Dividend Equivalent Rights) 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 RSUs or any aspect of the RSUs (including any corresponding Dividend Equivalent Rights) to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the Grant Date 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 provisions of this Award Agreement, no Shares of Common Stock will be issued to the Participant (or Participant, ’s estate or Beneficiary) unless and until satisfactory arrangements (as determined by the Plan AdministratorCompany) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable Shares. The Committee, in its sole and absolute discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (the “Withholding Taxes”without limitation). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due , by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Unitspaying cash, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit electing to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, have the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld withheld, (iii) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld; provided that such Shares have been held for at least the payment minimum period of time that would allow the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have Company to avoid adverse accounting consequences, or (iv) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Administrator determines Company may determine in its sole and absolute discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company, in its sole and absolute discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will have the right (but not retain fractional shares of Common Stock the obligation) to satisfy any portion Tax-Related Items by (Y) reducing the number of the Withholding Taxes. If shares of Common Stock equal Shares otherwise deliverable to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall payParticipant, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretionZ) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsEmployer. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units RSUs otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units RSUs and any shares of Common Stock otherwise deliverable with respect theretoright to receive Shares thereunder, and the Restricted Stock Units RSUs will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Company or Participant, unless and until satisfactory arrangements ’s employer (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account and or other taxes tax-related withholding which the Company determines must be withheld or collected with respect to such shares so issuable this Award and/or the Shares thereunder (the “Withholding TaxesTax-Related Items”). , Participant acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him or her is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Unitsgrant, including the grant grant, vesting or issuance of shares under the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentgrant, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items. To Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Restricted Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of Tax-Related Items. Prior to vesting of the Restricted Stock, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all obligations of the Withholding TaxesCompany and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable 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 Participant’s employer or from proceeds of the sale of 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 (or cash equivalent), (b) electing to have the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value equal to the minimum statutory amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant (c) delivering to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock already-owned Shares having a fair market value equal to the minimum statutory amount are being withheldrequired to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, and as the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall payits sole discretion, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretiond) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell selling a sufficient number of shares of Common Stock such Shares otherwise deliverable to Participant through such means as the Participant having Company may determine in its sole discretion (whether through a Fair Market Value broker or otherwise) equal to the Withholding Taxesamount required to be withheld for Tax-Related Items. To the extent determined appropriate by the Company in its discretion, provided that it will have the right (but not the obligation) to satisfy any for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such sale does not violate Company policy or Applicable Lawsobligations for Tax-Related Items are satisfied. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4 or Tax-Related Items related to the applicable Shares otherwise are due, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, Shares and the Restricted Stock Units Shares will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements (as determined by Company or the Plan Administrator) will have been made by the Participant employing Subsidiary takes with respect to the payment of any or all income (including federaltax, state, foreign primary and local taxes), employment, social insurancesecondary Class 1 National Insurance contributions, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and other taxes which legally applicable to the Company determines must be withheld with respect to such shares so issuable Employee (the “Withholding TaxesTax-Related Items”). Participant , the Employee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company and/or the employing Subsidiary. The Employee further acknowledges that the Company and/or the Participant’s actual employer employing Subsidiary (the “Employer”) (ia) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Unitsthis Award, including the grant grant, vesting, assignment, release or cancellation of the Restricted Stock Units, the vesting issuance of Shares as payment for vested Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting the Shares and the receipt of any dividends; and (iib) do not commit to and are under no obligation to structure the terms of the grant this Award or any aspect of this Award to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the employing Subsidiary (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any Tax-Related Items which the Company determines must be withheld or collected with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”). Generally, the Company (or the employing Subsidiary) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all applicable Tax-Related Items legally required to be withheld by the Company or the employing Subsidiary with respect to this Award, unless the Employee expressly elects to pay for the Tax-Related Items due under this Award and pays for such Tax-Related Items (in an estimated amount) at least seven days prior to the Chargeable Event, or unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items in advance of the Chargeable Event. 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, unless required by local laws. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from proceeds of the sale of Shares acquired at vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to reduce this authorization) and/or from salary or eliminate other amounts payable to the Participant’s liability for Withholding TaxesEmployee, cash having a sufficient value to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. To satisfy the Withholding Taxesavoid negative accounting treatment, the Company may withhold otherwise deliverable shares or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation of Common Stock upon vesting Tax-Related Items is satisfied by reducing the number of Restricted Stock UnitsShares delivered as described herein, according for tax purposes, the Employee is deemed to have been issued the vesting schedule, having full number of Shares subject to this Award notwithstanding that a fair market value equal to the minimum amount required to be withheld number of Shares are held back solely for the payment purpose of paying the Tax-Related Items due as a result of any aspect of the Withholding Taxes, or, if permitted by Employee’s participation in the Administrator Plan. All Tax-Related Items related to this Award and any Shares delivered in its payment thereof are the sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion responsibility of the Withholding TaxesEmployee. If shares of Common Stock equal By accepting this Award, the Employee expressly consents to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares Shares, the withholding of Common Stock results the proceeds of the sale of Shares and to any additional cash withholding as provided for in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possiblethis paragraph 9. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Employee fails to make satisfactory arrangements for the payment of any Tax-Related Items by the Withholding Taxes hereunder Due Date, which is 90 days, or such other period as required under U.K. law, after the Chargeable Event, and assuming that the Employee is not a director or executive officer of the Company as the term is used in Section 13(k) of the 1934 Act, as amended, the Employee agrees that the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Employee to the employing Subsidiary, effective on the Due Date. The Employee agrees that the loan shall bear interest at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant then-current HM Revenue and Customs (“HMRC”) Official Rate and it will permanently forfeit such Restricted Stock Units be immediately due and any shares of Common Stock otherwise deliverable with respect theretorepayable, and the Restricted Stock Units Company and/or the employing Subsidiary may recover it at any time thereafter by any of the means referred to above. Notwithstanding the foregoing, if the Employee is a director or executive officer of the Company (within the meaning of Section 13(k) of the 1934 Act, as amended), the Employee will not be issued eligible for such a loan to Participantcover the Tax-Related Items. In the event that the Employee is a director or executive officer and the Tax-Related Items are not collected from him or her by the Due Date, the amount of any uncollected Tax-Related Items will constitute a benefit to the Employee on which additional income tax and primary and secondary Class 1 National Insurance contributions will be payable. The Employee will be responsible for reporting and paying any income tax and National Insurance contributions (including the employer’s portion of National Insurance contributions) due on this additional benefit directly to HMRC under the self-assessment regime.

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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Units, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued and no cash will be paid to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.

Withholding of Taxes. Notwithstanding Currently, the Company typically is not required to withhold taxes from non-employee directors. However, applicable rules may change, Participant’s non-employee status may change, and/or special circumstances may require withholding. Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Company or Participant, unless and until satisfactory arrangements ’s employer (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account and or other taxes tax-related withholding which the Company determines must be withheld or collected with respect to such shares so issuable this Award and/or the Shares thereunder (the “Withholding TaxesTax-Related Items”). , Participant acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him or her is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsUnit grant, including the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items. To satisfy Notwithstanding any contrary provision of this Agreement, no certificate representing the Withholding TaxesShares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company may withhold otherwise deliverable shares Administrator) will have been made by Participant with respect to the payment of Common Stock upon Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company Participant will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the EmployerEmployer for Tax-Related Items. In this regard, the Participant authorizes the Company or and/or the Employer to withhold all applicable Withholding Taxes Tax-Related Items legally payable by the Participant from the Participant’s his or her wages or other cash compensation payable paid to the Participant by the Company or and/or the Employer or from any equivalent cash payment received upon vesting proceeds of the Restricted Stock Unitssale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, in its sole discretion and pursuant to such procedures as it may allow 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 Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock Company withhold otherwise deliverable to the Participant Shares having a Fair Market Value equal to the Withholding Taxesminimum amount required to be withheld, provided that (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld for Tax-Related Items, or (d) selling a sufficient number of such sale does 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 for Tax-Related Items. The Company in its sole discretion, will have the right (but not violate Company policy or Applicable Lawsthe obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4 or Tax-Related Items related to the Restricted Stock Units otherwise are due, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Restricted Stock Units will not be issued returned to Participant.the Company at no cost to the Company

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Company or Participant, unless and until satisfactory arrangements ’s employer (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account and or other taxes tax-related withholding which the Company determines must be withheld or collected with respect to such shares so issuable this Award and/or the Shares thereunder (the “Withholding TaxesTax-Related Items”). , Participant acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him or her is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Unitsgrant, including the grant grant, vesting or issuance of shares under the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentgrant, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items. To satisfy Notwithstanding any contrary provision of this Agreement, no certificate representing the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting Shares of Restricted Stock Unitsmay be released from the escrow established pursuant to Section 2, according unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant Tax-Related Items. Prior to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion vesting of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldRestricted Stock, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement Participant will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the EmployerEmployer for Tax-Related Items. In this regard, the Participant authorizes the Company or and/or the Employer to withhold all applicable Withholding Taxes Tax-Related Items legally payable by the Participant from the Participant’s his or her wages or other cash compensation payable paid to the Participant by the Company or and/or the Employer Participant’s employer or from any equivalent cash payment received upon vesting proceeds of the Restricted Stock Unitssale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company Administrator, in its sole discretion and pursuant to such procedures as it may allow 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 Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock Company withhold otherwise deliverable to the Participant Shares having a Fair Market Value equal to the Withholding Taxesminimum amount required to be withheld, provided that (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld for Tax-Related Items, or (d) selling a sufficient number of such sale does 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 for Tax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not violate Company policy or Applicable Lawsthe obligation) to satisfy any for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4 or Tax-Related Items related to the applicable Shares otherwise are due, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, Shares and the Restricted Stock Units Shares will not be issued returned to Participantthe Company at no cost to the Company.

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, vesting or settlement of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Units, including grant, vesting or settlement, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued and no cash will be paid to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including . On each vesting date (or other date or time at which the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit Company is required to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxeswithhold Tax-Related Items), the Company may withhold will retain from the Shares otherwise deliverable shares issuable on such date a number of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value (as determined by the Company in its sole discretion) equal to the Company’s minimum amount statutory withholding obligation with respect to Tax-Related Items. If the Company is unable to retain sufficient Shares to satisfy such Tax-Related Items, the Participant acknowledges and agrees that the Company or an affiliate of the Company has the right to deduct from payments of any kind otherwise due to the Participant any national, state, local or other taxes of any kind required by law to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal Tax-Related Items relating to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting settlement of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3required Tax-Related Items hereunder, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares and/or cash thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares Shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock Shares or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock Shares upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock Shares to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock Shares results in an over-withholding overwithholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock Shares as described above, prior to the issuance of shares of Common Stock Shares upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Participant may instruct and authorizes the Administrator to pay Withholding Taxes, in whole or in part, by one of the additional following alternatives: (a) Participant providing irrevocable instructions to a Company-designated broker to deliver cash to the Company may allow Participant (or the Employer) from the Participant’s previously established account with such broker equal to satisfy the Withholding Taxes payable by the Participant, by Taxes; or (b) Participant providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock Shares otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 34, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock Shares otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this Agreementreason will be done by the Company through the Grantee’s paycheck. 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 Subsidiary) may instead, in its discretion, without an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 9. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which action the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the or Participant’s responsibility and that the Company and/or the Participant’s actual 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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (i“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 Restricted Stock Units 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, vesting or settlement of the Restricted Stock Units, 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 Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do does not commit to and is under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items, or achieve any particular tax result. To satisfy the Withholding Taxes, the Company Participant also understands that Applicable Laws may withhold otherwise deliverable shares of Common Stock upon vesting of require varying Share or Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld Unit valuation methods for the payment purposes of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldcalculating Tax-Related Items, and the Plan Administrator determines 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 withholding date of whole shares grant and the date of Common Stock results in an over-withholding to meet the minimum tax withholding requirementsany relevant taxable event, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of acknowledges that the Company and/or the EmployerEmployer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In Notwithstanding any contrary provision of this regardAward Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant authorizes with respect to the payment of any Tax-Related Items which the Company or the Employer determines must be withheld with respect to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable such Shares. As a condition to the Participant by the Company or the Employer or from any equivalent cash payment received upon grant and vesting of the Restricted Stock Units. AlternativelyUnits and as set forth in Section 15 of the Plan, or in addition, if permissible under local law, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company may allow and any Parent or Subsidiary for) any Tax-Related Items. The Tax-Related Items shall be satisfied by the Company’s withholding all or a portion of any Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Withholding Taxes payable by Company’s minimum tax withholding obligations. Such withheld Shares shall be valued based on the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment as of the Withholding Taxes hereunder at date the time withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Parent, the Participant will permanently forfeit such Restricted Stock Units and Subsidiary, or Employer any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Tax-Related Items that cannot be issued to Participantsatisfied by the foregoing methods.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares certificate representing shares of Common Stock will be issued to the ParticipantGrantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of income (including federalFederal, state, local or foreign and local taxes)income, employment, social insurance, payroll tax, payment on account employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such the shares of Stock so issuable (the “Withholding Taxes”or amounts to be paid with respect to Dividend Equivalents, if any). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock UnitsThe Committee hereby allows Grantee, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator Committee may specify from time to time. The , to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company will not retain fractional (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxesamount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company (including, provided that such sale does not violate Company policy or Applicable Lawsif applicable, any amounts paid with respect to Dividend Equivalents). If the Participant obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Restricted Stock Units. If the Grantee fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder Tax Related Items at the time any applicable Restricted Stock Units otherwise (and corresponding Dividend Equivalents, if any) are scheduled to vest pursuant to Section 3vest, the Participant Grantee will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto(and Dividend Equivalents, if any) and the Restricted shares of Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all taxes, including withholding taxes, arising out of this Agreementgrant or the vesting of Restricted Shares hereunder. In the event that the Corporation or the Grantee’s Service Recipient (the “Service Recipient”) is required to withhold taxes as a result of the grant or vesting or subsequent sale of Shares hereunder, no the Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Shares of for which the Restricted Period has expired or other Common Stock will be issued to Shares owned by the ParticipantGrantee, unless and until satisfactory arrangements (having a fair market value, as determined by the Plan AdministratorCorporation on the last day of the Restricted Period equal to the amount of such taxes, or (ii) will have been made by make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the Participant 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 any action the Corporation or the Grantee’s Service Recipient takes with respect to any or all income (including federal, state, foreign and local taxes), employmenttax, social security/insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , the Grantee acknowledges and agrees that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him is and remains the ParticipantGrantee’s responsibility and that the Company and/or Corporation and the Participant’s actual employer (the “Employer”) Service Recipient (i) make no representations or nor undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the this grant of Restricted Stock UnitsShares, including the grant of the Restricted Stock Unitsgrant, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentrelease, the subsequent sale of any shares of Common Stock acquired at vesting Shares and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of Restricted Stock Units Shares to reduce or eliminate the ParticipantGrantee’s liability for Withholding TaxesTax-Related Items. To satisfy The Grantee shall pay the Withholding Taxes, Corporation or the Company Service Recipient any amount of Tax-Related Items that the Corporation or the Service Recipient may be required to withhold otherwise deliverable shares as a result of Common Stock upon vesting the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to Shares that cannot be withheld for the payment of the Withholding Taxes, or, if permitted satisfied by the Administrator means previously described above in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timeSection 10(a). The Company will not retain fractional shares of Common Stock Corporation may refuse to satisfy any portion of deliver the Withholding Taxes. If shares of Common Stock equal to Shares related thereto if the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for comply with the payment of Grantee’s obligations in connection with the Withholding Taxes hereunder at Tax-Related Items. (c) Grantee will notify the time any applicable Restricted Stock Units otherwise are scheduled to vest Corporation in writing if he or she files an election pursuant to Section 383(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 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Grant Date. This time period cannot be issued to Participantextended. The Grantee acknowledges that timely filing of a Section 83(b) election is the Grantee’s sole responsibility.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the employing parent of this Agreementthe Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this Paragraph 9. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will not the Company reimburse the Grantee for any taxes that may be issued to Participant.imposed on the Grantee as result of Section 409A.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which action the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the or Participant’s responsibility and that the Company and/or the Participant’s actual 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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (i“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 Restricted Stock Units 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 Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, 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 Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items, or achieve any particular tax result. To satisfy the Withholding Taxes, the Company Participant also understands that Applicable Laws may withhold otherwise deliverable shares of Common Stock upon vesting of require varying Share or Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld Unit valuation methods for the payment purposes of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldcalculating Tax-Related Items, and the Plan Administrator determines 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 withholding Date of whole shares Grant and the date of Common Stock results in an over-withholding to meet the minimum tax withholding requirementsany relevant taxable event, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of acknowledges that the Company and/or the EmployerEmployer (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 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 any Tax-Related Items which the Company determines must be withheld with respect to such Shares. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. In this regard, the Participant authorizes the Company or and/or the Employer or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Withholding Taxes legally payable Tax-Related Items by one or a combination of the Participant following: (i) by receipt of a cash payment from the Participant; (ii) by withholding from Participant’s wages or other cash compensation payable paid to the Participant by the Company or the Employer or from any equivalent cash Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment received upon vesting of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or (v) by any other arrangement approved by the Administrator. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units. Alternatively, or in addition, if permissible under local law, ; provided that amounts withheld shall not exceed the Company may allow Participant amount necessary to satisfy the Withholding Taxes payable by Company’s minimum tax withholding obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment as of the Withholding Taxes hereunder at date the time withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Parent, the Participant will permanently forfeit such Restricted Stock Units and Subsidiary, or Employer any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Tax-Related Items that cannot be issued to Participantsatisfied by the foregoing methods.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Company or Participant, unless and until satisfactory arrangements ’s employer (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account and or other taxes tax-related withholding which the Company determines must be withheld or collected with respect to such shares so issuable this Award and/or the Shares thereunder (the “Withholding TaxesTax-Related Items”). , Participant acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him or her is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsUnit grant, including the grant grant, vesting or settlement of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such settlement and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items. To satisfy Notwithstanding any contrary provision of this Agreement, no certificate representing the Withholding TaxesShares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company may withhold otherwise deliverable shares Administrator) will have been made by Participant with respect to the payment of Common Stock upon Tax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, according Participant will pay or make adequate arrangements satisfactory to the vesting scheduleCompany and/or the Employer to satisfy all obligations of the Company and/or the Employer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable 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 Shares. Alternatively, or in addition, if permissible under applicable local law, the Company may, 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 (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant (c) delivering to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock already-owned Shares having a fair market value equal to the minimum statutory amount are being withheldrequired to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, and as the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall payits sole discretion, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretiond) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell selling a sufficient number of shares of Common Stock such Shares otherwise deliverable to Participant through such means as the Participant having Company may determine in its sole discretion (whether through a Fair Market Value broker or otherwise) equal to the Withholding Taxesamount required to be withheld for Tax-Related Items. The Company, provided that in its sole discretion, will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such sale does not violate Company policy or Applicable Lawsobligations for Tax-Related Items are satisfied. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4 or Tax-Related Items related to the Restricted Stock Units otherwise are due, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested PSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by the Company (or the employing parent of this Agreementthe Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”)PSUs. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock UnitsBy accepting this Award, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit Grantee expressly consents to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results Shares and to any cash or Share withholding as provided for in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made this Paragraph 9. All income and other taxes related to the Participant as soon as administratively possiblePerformance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. If In no event will the Company does not withhold in shares of Common Stock as described above, prior to reimburse the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages Grantee for any taxes or other cash compensation payable to costs that may be imposed on the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting Grantee as result of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.409A.

Withholding of Taxes. Notwithstanding The Company or any contrary provision of this Agreementother Participating Company, no Shares of Common Stock will be issued as appropriate, shall have the authority and the right to deduct or withhold, or require the Participant to remit to the Participantapplicable Participating Company, unless and until satisfactory arrangements (an amount sufficient to satisfy applicable Tax-Related Items or to take such other action as determined by may be necessary in the Plan Administrator) will have been made by opinion of the Participant with respect applicable Participating Company to the payment of income satisfy such Tax-Related Items (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by hypothetical withholding tax amounts if the Participant is and remains the Participant’s responsibility and that the covered under a Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employerequalization policy). In this regard, the Participant authorizes the applicable Participating Company or their respective agents, at their discretion, to satisfy the Employer obligations with regard to withhold all applicable Withholding Taxes legally payable Tax-Related Items by one or a combination of the Participant following: (a) withholding from the Participant’s wages or other cash compensation payable paid to the Participant by the Company or applicable Participating Company; or (b) withholding from proceeds of the Employer or from any equivalent cash payment received sale of shares acquired upon vesting and settlement of the Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (c) withholding in shares to be issued upon vesting and settlement of the Units; or (d) direct payment from the Participant. Alternatively, or in addition, if permissible under local lawTo avoid negative accounting treatment, the Company may allow Participant to satisfy the Withholding Taxes payable withhold or account for Tax-Related Items by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy considering applicable minimum statutory withholding amounts or Applicable Lawsother applicable withholding rates. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3is covered by a Company tax equalization policy, the Participant will permanently forfeit agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such Restricted Stock Units and tax equalization policy. Finally, the Participant shall pay to the applicable Participating Company any shares amount of Common Stock otherwise deliverable with respect thereto, and Tax-Related Items that the Restricted Stock Units will Participating Company may be required to withhold as a result of this Agreement that cannot be satisfied by the means previously described. 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 Participantcomply with his or her Tax-Related Items obligations.

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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Units, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued and no cash will be paid to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including . The Participant acknowledges and agrees that the grant Company or an affiliate of the Restricted Stock Units, Company has the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale right to deduct from payments of any shares of Common Stock acquired at vesting and kind otherwise due to the receipt Participant any national, state, local or other taxes of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount kind required by law to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal Tax-Related Items relating to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, . At such time as the Participant is not aware of any material nonpublic information about the Company or in addition, if permissible under local lawthe Shares, the Participant shall execute the instructions set forth in Schedule A attached hereto (the “Automatic Sale Instructions”) as the means of satisfying the Tax-Related Items that the Company may allow Participant is required to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Lawswithhold. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the Award then vested the Company shall be entitled to immediate payment, in cash or check, from the Participant of the amount of any tax required to be withheld by the Company. If Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares and/or cash thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

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 (“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 the amount actually withheld by the Company or the Employer. 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. 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 Shares of Common Restricted Stock will may be issued released from the escrow established pursuant to the ParticipantSection 2, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due without limitation) by the Participant is and remains the Participant’s responsibility and that (a) paying cash, (b) electing to have the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory (c) delivering to the Company or to the Employer (in their sole discretion) to satisfy all withholding already vested and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant owned Shares having a Fair Market Value equal to the Withholding Taxesamount required to be withheld, provided that or (d) selling a sufficient number of such sale does 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. To the extent determined appropriate by the Company in its discretion, it will have the right (but not violate Company policy or Applicable Lawsthe obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action Red Lion or the Participant, unless and until satisfactory arrangements company that employs you (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant acknowledges , you acknowledge that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant you is and remains the Participant’s your responsibility and that the Company Red Lion and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the grant of Restricted Stock Units, including the grant grant, vesting and lapse of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentrepurchase rights, the subsequent sale of any shares of Common Stock acquired at vesting and Shares and/or the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the grant of Restricted Stock Units to reduce or eliminate the Participant’s your liability for Withholding TaxesTax-Related Items. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable When shares of Common Stock upon vesting of are issued as payment for vested Restricted Stock Units, according you will recognize immediate U.S. taxable income if you are a U.S. taxpayer. If you are a non-U.S. taxpayer, you will be subject to applicable taxes in your jurisdiction. Red Lion or the vesting schedule, having a fair market value equal Employer is required to withhold from you an amount that is sufficient to pay the minimum amount federal, state and local income, employment and any other applicable taxes required to be withheld for by Red Lion or the payment of Employer with respect to the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock issued to satisfy you. Red Lion or the Employer may, in its discretion, meet this withholding requirement in any one or more of the following ways: (a) by withholding or selling a portion of the Withholding Taxes. If shares of Common that otherwise would be paid out for your vested Restricted Stock equal Units; (b) by withholding the amount necessary to pay the minimum amount are being withheldapplicable taxes from your paycheck, and the Plan Administrator determines that the with no withholding of whole shares of Common Stock results in an over-withholding shares; (c) by requiring you to make alternate arrangements to meet the minimum tax withholding requirements, a reimbursement obligation; or (d) such other method as Red Lion or the Administrator may elect in compliance with local law. No payment of shares will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of you (or your estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by Red Lion) have been made by you to fulfill Red Lion’s (or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretionEmployer’s) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer obligation to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or collect any income and other cash compensation payable taxes with respect to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. AlternativelyBy accepting this grant, you expressly consent to and authorize the withholding of Shares and to any additional (or alternative) cash withholding as provided for in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable this paragraph 8. All income and other taxes related to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units Unit award and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participantdelivered in payment thereof are your sole responsibility.

Withholding of Taxes. Regardless of any action the Company or Grantee’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 Performance-Based Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee 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 Performance-Based Restricted Stock Units, 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 Performance-Based Restricted Stock Units or any aspect of the Performance-Based Restricted Stock Units to reduce or eliminate Grantee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Common Stock will be issued to the ParticipantGrantee, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant Grantee with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax-Related Items, in whole or in part (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due without limitation) by the Participant is and remains the Participant’s responsibility and that (a) paying cash, (b) electing to have the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory (c) delivering to the Company or to the Employer (in their sole discretion) to satisfy all withholding already vested and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant owned Shares having a Fair Market Value equal to the Withholding Taxesamount required to be withheld, provided that or (d) selling a sufficient number of such sale does Shares otherwise deliverable to 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. To the extent determined appropriate by the Company in its discretion, it will have the right (but not violate Company policy or Applicable Lawsthe obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Grantee. If the Participant Grantee fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Section Sections 3, the Participant 4 or 6, Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Performance-Based Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or 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 Restricted Stock Units 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, vesting or settlement of the Restricted Stock Units, 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 Units, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit 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 Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”)Shares. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including As a condition to the grant of the Restricted Stock Units, the and vesting of Restricted Stock Units, the settlement of the Restricted Stock Units and as set forth in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms Section 14 of the grant or any aspect Plan, Participant hereby agrees to make adequate provision for the satisfaction of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, (and will indemnify the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an overParent or Subsidiary for) any Tax-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the EmployerRelated Items. In this regard, the Participant authorizes the Company or and/or the Employer or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Withholding Taxes legally payable Tax-Related Items by one or a combination of the Participant following: (i) by receipt of a cash payment from the Participant; (ii) by withholding from Participant’s wages or other cash compensation payable paid to the Participant by the Company or the Employer or from any equivalent cash Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment received upon vesting of the vested Restricted Stock Units. Alternatively, or in addition, if permissible under local law, Share Units (provided that amounts withheld shall not exceed the Company may allow Participant amount necessary to satisfy the Withholding Taxes payable Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Share Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (v) by providing irrevocable instructions any other arrangement approved by the Administrator. Absent any determination by the Administrator to the contrary, Company, or any Parent, Subsidiary or Employer obligations for Tax-Related Items arising from the vesting and/or settlement of Restricted Stock Units into Shares, will, as a Companydefault method, be satisfied by a mandatory open market broker-designated broker to sell assisted sale of a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for Shares acquired upon the payment of the Withholding Taxes hereunder at vested Restricted Units to satisfy such obligations (“Sell-to-Cover”). Furthermore, Participant agrees to pay the time Company or any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Parent, the Participant will permanently forfeit such Restricted Stock Units and Subsidiary, or Employer any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Tax-Related Items that cannot be issued to Participantsatisfied by the foregoing methods.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all federal, state, local or non-US taxes applicable to the Grantee, including, without limitation, withholding taxes, social security/national insurance contributions and employment taxes, arising out of this Agreementgrant of Restricted Share Units, no Shares the issuance of Common Stock will be issued Shares as payment for vested Restricted Share Units hereunder or the payment of cash for vested Restricted Share Units. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required to withhold taxes as a result of the grant of the Restricted Share Units, the issuance of Common Shares as payment for vested Restricted Share Units or the payment of cash for vested Restricted Share Units, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Common Shares, having a Market Value per Share on the date such Restricted Share Units become taxable equal to the Participantamount of such taxes, or (ii) make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/national insurance contributions on the date such Restricted Share Units become taxable, 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 until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant required social security/national 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 any action the Corporation or the Grantee’s Employer takes with respect to any or all income (including federal, state, foreign and local taxes), employmenttax, social security/national insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , the Grantee acknowledges and agrees that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him is and remains the ParticipantGrantee’s responsibility and that the Company and/or Corporation and or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or nor undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the this grant of Restricted Stock Share Units, including the grant of the Restricted Stock Share Units, the vesting issuance of Common Shares as payment for vested Restricted Stock Share Units, the settlement payment of the cash for vested Restricted Stock Share Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting Shares issued hereunder and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of Restricted Stock Share Units to reduce or eliminate the ParticipantGrantee’s liability for Withholding TaxesTax-Related Items. To satisfy The Grantee shall pay the Withholding TaxesCorporation or the Employer any amount of Tax-Related Items that the Corporation or the Employer may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s grant of Restricted Share Units, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Shares issued as payment for vested Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for Share Units or the payment of the Withholding Taxes, or, if permitted cash for vested Restricted Share Units that cannot be satisfied by the Administrator means previously described above in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timeSection 7 (a). The Company will not retain fractional shares Corporation may refuse to issue Common Shares as payment of Common Stock to satisfy any portion of vested Restricted Share Units related thereto if the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for comply with the payment of Grantee’s obligations in connection with the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantTax-Related Items.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary or affiliate employing Grantee (as determined by the Plan Administrator“Employer”) will have been made by the Participant take with respect to the payment of any or all income tax (including federal, state, foreign and and/or local taxes), employment, social insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , Grantee acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant Grantee is and remains the ParticipantGrantee’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement payment of the Restricted Stock Units in shares of Common Stock Shares or the receipt of an equivalent cash paymentin cash, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantGrantee’s liability for Withholding TaxesTax-Related Items. To satisfy Notwithstanding any contrary provision of this Agreement, no certificate representing the Withholding TaxesShares will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according Administrator) will have been made by Grantee with respect to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of all Tax- Related Items which the Withholding TaxesCompany determines must be withheld with respect to such Shares so issuable. The Administrator, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, discretion and both pursuant to such procedures as the Plan Administrator it may specify from time to time. The Company will not retain fractional shares of Common Stock , may permit Grantee to satisfy any portion Tax-Related Items, in whole or in part by one or more of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldfollowing (without limitation): (a) paying cash, and the Plan Administrator determines that the (b) withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the ParticipantGrantee’s wages or other cash compensation payable paid to the Participant Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares , provided that the Company only withholds the amount of Shares necessary to satisfy the statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf and at his or her direction pursuant to this authorization) through such means as the Employer Company may determine in its sole discretion (whether through a broker or from otherwise). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any equivalent cash payment received upon vesting aspect of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for the payment of the Withholding Taxes any Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Section 3, the Participant Grantee will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, Shares and the Restricted Stock Units Shares will not be issued returned to Participantthe Company at no cost to the Company.

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 Units or the holding or subsequent sale of Stock, and the receipt of Dividend Equivalent Rights or dividends, if any, or otherwise in connection with the Restricted Stock Units or Stock (“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 Restricted Stock Units 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, vesting or settlement of the Restricted Stock Units, the holding of Stock or any bank or brokerage account, the subsequent sale of Stock, and the receipt of any Dividend Equivalent Rights or dividends, if any. 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 Units, including grant or vesting, the subsequent sale of Stock acquired under the Plan, and the receipt of Dividend Equivalent Rights or dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units 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 Stock or Restricted Stock Unit 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 Shares of Common certificate representing the Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”)Stock. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including As a condition to the grant of the Restricted Stock Units, the and vesting of Restricted Stock Units, the settlement of the Restricted Stock Units and as set forth in shares Section 14 of Common Stock the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any parent or Subsidiary for) any Tax-Related Items. Subject to approval by the receipt of an equivalent cash paymentAdministrator, the subsequent sale Tax-Related Items shall be satisfied by the Company’s withholding all or a portion of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit that otherwise would be issued to structure the terms Participant upon payment of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of vested Restricted Stock Units, according to ; provided that amounts withheld shall not exceed the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock necessary to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the Company’s minimum tax withholding requirementsobligations. Such withheld Stock shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, a reimbursement will be made Participant agrees to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to pay the Company or to the any parent, Subsidiary, or Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable any Tax-Related Items that cannot be satisfied by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participantforegoing methods.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company or the Employee’s employer (as determined by the Plan Administrator“Employer”) will have been made by the Participant takes with respect to the payment of any or all income (including federal, state, foreign and local taxes), employmenttax, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and other taxes which legally applicable to the Company determines must be withheld with respect to such shares so issuable Employee (the “Withholding TaxesTax-Related Items”). Participant , the Employee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount to be withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Participant’s actual employer Employer (the “Employer”) (i1) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including including, but not limited to, the grant grant, vesting or settlement of the Restricted Stock Units, the vesting issuance of Shares upon settlement of the Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such issuance and the receipt of any dividends; and (ii2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Withholding TaxesTax-Related Items or achieve any particular tax result. To satisfy Further, if the Withholding TaxesEmployee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 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 may (or, the employing Subsidiary), will withhold otherwise deliverable shares a portion of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair Shares that has an aggregate market value equal sufficient to pay all taxes and social insurance liability and other requirements in connection with the minimum amount Shares, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld for by the payment 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 Withholding TaxesRestricted Stock Units awarded and the Shares issued thereunder, orand (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, if permitted by the Administrator “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 greater amount Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Administrator may determine if such amount would not Company) have adverse accounting consequences, as been made by the Administrator Employee with respect to the payment of any Tax Obligations that the Company determines in its sole discretion, and both pursuant must be withheld or collected with respect to such procedures as Shares. In addition and to the Plan Administrator may specify maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from time any fees, salary or other amounts payable to time. The Company will not retain fractional shares of Common Stock the Employee, cash having a sufficient value to satisfy any portion of Tax Obligations that the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator Company determines that cannot be satisfied through the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, otherwise deliverable Shares or that are due prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible Shares under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued award. All Tax Obligations related to Participantthe Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee.

Withholding of Taxes. Notwithstanding any contrary provision of this AgreementTo the extent required by Applicable Law, no Shares of Common Stock will be issued the Company has the authority to deduct or withhold, or require the Participant to remit to the ParticipantCompany, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect an amount sufficient to the payment of income (including satisfy all applicable federal, state, local and foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which (including the Company determines must Participant’s tax obligation) required by Applicable Law to be withheld with respect to such shares so issuable (any taxable event arising from these Restricted Shares. At the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by Company’s election, the Participant is and remains the Participant’s responsibility and that may satisfy his or her tax obligation, in whole or in part, by either: (a) electing to have the Company and/or withhold Class A Ordinary Shares otherwise to be delivered with a Fair Market Value (as defined in the Participant’s actual employer (the “Employer”Plan) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory obligation; (b) surrendering to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having previously owned Class A Ordinary Shares with a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate tax withholding obligation; (c) allowing the Company policy to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or Applicable Laws(d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant fails has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to make satisfactory arrangements for suspend the payment vesting of the Withholding Taxes hereunder at Restricted Shares (the “Suspended Period”) 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 any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, at which the Participant will permanently forfeit such Restricted Stock Units and any shares specific number of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not Shares may otherwise vest under the original vesting schedule shall be issued to Participantpostponed, in each case, by the same number of days that elapse during the Suspended Period.

Withholding of Taxes. Notwithstanding Participant acknowledges that, regardless of any contrary provision action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by the Company or other payment of this Agreementtax-related items related to Participant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined extent required by the Plan AdministratorCompany, the Company’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) will have been made by any other Company taxes the responsibility for which Participant has, or has agreed to bear, with respect to the payment Option (or exercise thereof or issuance of income Shares thereunder) (including federalcollectively, state, foreign and local taxesthe “Tax Obligations”), employment, social insurance, payroll tax, payment on account is and other taxes which remains Participant’s sole responsibility and may exceed the Company determines must be amount actually withheld with respect to such shares so issuable (by the “Withholding Taxes”)Company. Participant further acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer does not (the “Employer”) (iA) make no any representations or undertakings regarding the treatment of any Withholding Taxes Tax Obligations in connection with any aspect of the Restricted Stock UnitsOption, including including, but not limited to, the grant grant, vesting or exercise of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentOption, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such exercise and the receipt of any dividends; dividends or other distributions, and (iiB) do not commit make any commitment to and is under any obligation to structure the terms of the grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the Participant’s liability for Withholding TaxesTax Obligations or achieve any particular tax result. To satisfy Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the Withholding TaxesDate of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one jurisdiction. Pursuant to such procedures as the Administrator may specify from time to time, the Company may withhold the amount required to be withheld for the payment of Tax Obligations (the “Withholding Obligations”). The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Withholding Obligations, in whole or in part (without limitation), if permissible by applicable local law, by: (i) paying cash in U.S. dollars, (ii) having the Company withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value equal to the minimum amount required that is necessary to be withheld meet the withholding requirement for the payment of the such Withholding Taxes, or, Obligations (or such greater amount as Participant may elect if permitted by the Administrator Administrator, if such greater amount would not result in its sole discretionadverse financial accounting consequences) (“Net Share Withholding”), (iii) withholding the amount of such Withholding Obligations from Participant’s wages or other cash compensation paid to Participant by the Company, (iv) delivering to the Company Shares that Participant owns and that already have vested with a fair market value equal to the Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator may determine Administrator, if such greater amount would not have result in adverse financial accounting consequences), (v) selling a sufficient number of such 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 minimum amount that is necessary to meet the withholding requirement for such Withholding Obligations (or such greater amount as Participant may elect if permitted by the Administrator, if such greater amount would not result in adverse financial accounting consequences) (“Sell to Cover”), (vi) such other means as the Administrator determines deems appropriate, or (vii) any combination of the foregoing methods of payment. If the Withholding Obligations are satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares exercised under the Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Withholding Obligations. To the extent determined appropriate by the Company in its sole discretion, and both it will have the right (but not the obligation) to satisfy any Withholding Obligations by Net Share Withholding. If Net Share Withholding is the method by which such Withholding Obligations are satisfied, the Company will not withhold on a fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the Company determines otherwise, no refund will be made to Participant for the value of the portion of a Share, if any, withheld in excess of the Withholding Obligations. If a Sell to Cover is the method by which Withholding Obligations are satisfied, Participant agrees that as part of the Sell to Cover, additional Shares may be sold to satisfy any associated broker or other fees. Only whole Shares will be sold pursuant to such a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to Cover that are in excess of the Withholding Obligations and any associated broker or other fees will be paid to Participant in accordance with procedures as the Plan Administrator Company may specify from time to time. The Company will not retain fractional shares of Common Stock Participant is advised to satisfy any portion review with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences of the Withholding Taxestransactions contemplated by this Agreement. If shares With respect to such matters, Participant relies solely on such advisers and not on any statements or representations of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does or any of its agents, written or oral. Participant understands that Participant (and not withhold the Company) shall be responsible for Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. For clarification purposes, in shares of Common Stock as described above, prior to no event will the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Company issue Participant shall pay, or make adequate any Shares unless and until arrangements satisfactory to the Company or to Administrator have been made for the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsObligations. If the Participant fails to make satisfactory arrangements for the payment of the such Withholding Taxes Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled of the attempted Option exercise, Participant acknowledges and agrees that the Company may refuse to vest pursuant honor the exercise and refuse to Section 3, issue or deliver the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantShares.

Withholding of Taxes. Notwithstanding When the Shares are issued as payment for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision other applicable taxes required to be withheld by Avanex (or the employing Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this Agreementreason will be done by the Company through the Grantee’s paycheck. 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 Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, 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, as indicated above), no Shares of Common Stock payment will be issued made to the Participant, Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant Grantee with respect to the payment of any income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 11. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment this Award of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares Shares delivered in payment thereof are the sole responsibility of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantGrantee.

Withholding of Taxes. Notwithstanding If the Company is required to withhold and remit any contrary provision federal income taxes levied on all or part of this Agreementa Company Member's allocable share of net income and gains, no Shares of Common Stock will be issued the Company shall make the requisite payments to the Participantappropriate taxing authority on a timely basis, unless and until satisfactory arrangements (the amount so paid shall be treated as determined a Distribution to the Company Member for whom such payment is made and shall proportionately reduce the amount of Distributions to be paid directly to such Company Member. If the Board of Managers determines that the Company lacks sufficient funds to make Distributions to the Class A Members in an aggregate amount that would allow for any such withholding, the Class A Member for whom such withholding is to be made shall make Capital Contributions of cash or immediately available funds in the amount needed by the Plan Administrator) will Company after said Distributions have been made to satisfy such withholding liability within ten days after being so notified by the Participant with respect Company. Should a Class A Member fail to the payment of income (including federaltimely make any such Capital Contributions, state, foreign such Class A Member shall be in default and local taxes), employment, social insurance, payroll tax, payment on account shall indemnify and other taxes which hold the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of other Class A Members harmless for any dividends; and (ii) do not commit to structure the terms of the grant costs, penalties, payments or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant damages incurred by the Company or the Employer or from other Class A Members as a result of such failure, and such Class A Member shall pay the Company interest in respect to any equivalent cash payment received upon vesting disbursements by the Company as a result of such Class A Member failing to timely make the Capital Contributions required by this Section 7.02 at the lower of the Restricted Stock Units. AlternativelyPrime Rate plus ten percentage points per annum, compounded monthly, or the highest rate of interest allowed by applicable law. The Company shall have the authority to apply any Distributions to which such defaulting Class A Member would otherwise be entitled towards the satisfaction of the liabilities to the Company incurred by such Class A Member under this Section 7.02. For purposes of this Section 7.02, "PRIME RATE" means, as of a particular date, the prime rate of interest as published on such date in additionThe Wall Street Journal, and generally defined therein as "the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks"; provided, that, if permissible under local lawThe Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Company may allow Participant to satisfy Prime Rate shall be the Withholding Taxes payable by prime rate published in The Wall Street Journal on the Participant, by providing irrevocable instructions to nearest-preceding date on which The Wall Street Journal was published or if The Wall Street Journal discontinues publishing a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3prime rate, the Participant will permanently forfeit such Restricted Stock Units and any shares Prime Rate shall be the prime rate published in a newspaper of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participantnational circulation.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxesunder Pay As You Earn (“PAYE”)), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares Shares so issuable (the “Withholding Taxes”). The Company’s assessment shall be final and binding on Participant. Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Performance Units, including the grant of the Restricted Stock Performance Units, the vesting of Restricted Stock Performance Units, the settlement of the Restricted Stock Performance Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Performance Units to reduce or eliminate the Participant’s liability for Withholding Taxes. The question whether Withholding Taxes (including PAYE) is to be accounted for, and if so, the amount due upon the assignment or release (as the case may be) shall be assessed by the Company or the Employer having regard to the income tax rates in force at that time, taking into account relief for Secondary Contributions that are payable by Participant (if any) and the prevailing legislation. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Performance Units, according to the vesting schedule, or such other event giving rise to Withholding Taxes, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Performance Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Performance Units. Alternatively, or in addition, if permissible under local law, the Participant may instruct and authorize the Plan Administrator to pay Withholding Taxes, in whole or in part, by one of the additional following alternatives: (a) the Participant providing irrevocable instructions to a Company-designated broker to deliver cash to the Company may allow Participant (or the Employer) from the Participant’s previously established account with such broker equal to satisfy the Withholding Taxes payable by Taxes; or (b) the Participant, by Participant providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Performance Units otherwise are scheduled to vest pursuant to Section 3, or such other event giving rise to Withholding Taxes, the Participant will permanently forfeit such Restricted Stock Performance Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Performance Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which action the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the or Participant’s responsibility and that the Company and/or the Participant’s actual 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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (i“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 Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, an Affiliate or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, 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 Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items, or achieve any particular tax result. To satisfy the Withholding Taxes, the Company Participant also understands that Applicable Laws may withhold otherwise deliverable shares of Common Stock upon vesting of require varying Share or Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld Unit valuation methods for the payment purposes of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldcalculating Tax-Related Items, and the Plan Administrator determines 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 withholding date of whole shares grant and the date of Common Stock results in an over-withholding to meet the minimum tax withholding requirementsany relevant taxable event, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of acknowledges that the Company and/or the EmployerEmployer (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 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 any Tax-Related Items which the Company determines must be withheld with respect to such Shares. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 16 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Affiliate for) any Tax-Related Items. In this regard, the Participant authorizes the Company or and/or the Employer or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Withholding Taxes legally payable Tax-Related Items by one or a combination of the Participant following: (i) by receipt of a cash payment from the Participant; (ii) by withholding from Participant’s wages or other cash compensation payable paid to the Participant by the Company or the Employer or from any equivalent cash Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment received upon vesting of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (v) by any other arrangement approved by the Committee. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units. Alternatively, or in addition, if permissible under local law, ; provided that amounts withheld shall not exceed the Company may allow Participant amount necessary to satisfy the Withholding Taxes payable by Company’s minimum tax withholding obligations. Any Shares withheld pursuant to this Section 7 shall be valued based on the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment as of the Withholding Taxes hereunder at date the time withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company, any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and Affiliate or Employer any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Tax-Related Items that cannot be issued to Participantsatisfied by the foregoing methods.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurancesecurity contributions, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares Shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock Shares or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock Shares upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock Shares to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock Shares results in an over-withholding overwithholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock Shares as described above, prior to the issuance of shares of Common Stock Shares upon vesting of Restricted Stock Units or the receipt of an equivalent cash paymentUnits, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Unitswithin legal limits. Alternatively, or in addition, if permissible under local law, the Participant may instruct and authorizes the Administrator to pay Withholding Taxes, in whole or in part, by one of the additional following alternatives: (a) Participant providing irrevocable instructions to a Company-designated broker to deliver cash to the Company may allow Participant (or the Employer) from the Participant’s previously established account with such broker equal to satisfy the Withholding Taxes payable by the Participant, by Taxes; or (b) Participant providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock Shares otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock Shares otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued returned to the Company at no cost to the Company. The Participant acknowledges and agrees that should the amount of withholding of the Withholding Taxes by reducing the number of Shares deliverable or by withholding from the Participant’s sale proceeds be in excess of the amount required to be withheld, that the Company and/or the Employer will refund the excess amount to the Participant within a reasonable period of time and without interest.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary employing or retaining the Employee (as determined by the Plan Administrator“Employer”) will have been made by the Participant take with respect to the payment of any or all income tax (including U.S. federal, state, foreign state and local taxestax and/or non-U.S. tax), employment, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and other taxes which legally applicable to the Employee or deemed by the Company determines must or the Employer to be withheld with respect an appropriate charge to such shares so issuable the Employee even if technically due by the Company or the Employer (the “Withholding TaxesTax-Related Items”). Participant , the Employee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Tax-Related Items is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Participant’s actual employer Employer (the “Employer”) (ia) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsAward, including the grant of the Restricted Stock UnitsRSUs, the vesting of Restricted Stock Unitsthe RSUs, the settlement delivery of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentShares, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividendsdividends or dividend equivalents; and (iib) do not commit to continue to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units Award to reduce or eliminate the ParticipantEmployee’s liability for Withholding TaxesTax-Related Items or to achieve any particular tax result. Further, if the Employee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the relevant taxable event, the Company will withhold a portion of the vested RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no cash payment due the Employee for the value of any Share withheld in excess of the Tax-Related Items as a result of such rounding. If the date of the relevant taxable event (e.g., the date upon which the RSUs vest, in whole or in part) occurs on a day on which the established stock exchange on which the Company’s Common Stock is traded (including without limitation the NASDAQ Global Select Market or the NASDAQ Global Market) is not open for trading, the Fair Market Value for purposes of calculating the portion of the vested RSUs to be withheld pursuant to this paragraph 10 (i.e., the deemed Fair Market Value of the Company’s Common Stock on the date of such taxable event) shall be equal to the closing sales price for the Company’s Common Stock as quoted on such stock exchange on the market trading day immediately prior to such taxable event. Alternatively, the Company, in its sole discretion, may require or otherwise permit the Employee to make alternate arrangements satisfactory to the Company for such Tax-Related Items. In addition, the Company and/or the Employer has the right to satisfy any Tax-Related Items that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares by one or a combination of the following: (i) retaining without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax-Related Items; or (ii) arranging for the sale of Shares otherwise deliverable to the Employee (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization). To satisfy the Withholding Taxesavoid negative accounting treatment, the Company may withhold otherwise deliverable shares or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Common Stock upon vesting Shares as described herein, the Employee shall be deemed, for tax purposes, to have been issued the full number of Restricted Stock Units, according Shares subject to the vesting schedulevested portion of the Award, having notwithstanding that a fair market value equal number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award. By accepting this RSU award, the Employee expressly consents to the minimum amount required withholding or sale of Shares and to any additional cash withholding as provided for in this paragraph 10. Notwithstanding any contrary provision of this Agreement, no Shares will be withheld for issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an overTax-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantRelated Items.

Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no Shares shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares so issuable issuable, including, without limitation, the FBT discussed below (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Performance Units, including the grant of the Restricted Stock Performance Units, the vesting of Restricted Stock Performance Units, the settlement of the Restricted Stock Performance Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Performance Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Performance Units, according to the vesting schedule, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Performance Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Performance Units. Alternatively, or in addition, if permissible under local law, Participant may instruct and authorize the Plan Administrator to pay Withholding Taxes, in whole or in part, by one of the additional following alternatives: (a) Participant providing irrevocable instructions to a Company-designated broker to deliver cash to the Company may allow Participant (or the Employer) from Participant’s previously established account with such broker equal to satisfy the Withholding Taxes payable by the Participant, by Taxes; or (b) Participant providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Performance Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Performance Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Performance Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding When the Shares are issued in settlement for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Vesting Date or Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any contrary provision applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of this AgreementRestricted Stock Units and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Grantee, with no withholding of Shares. In the event that any applicable withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or other amounts payable to the Grantee, as indicated above), no Shares of Common Stock will be issued to the Participant, Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other any applicable taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 12. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any (“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 the amount actually withheld by the Company or the Employer. 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 Units, 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 Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. 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 Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such shares so issuable Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due without limitation) by the Participant is and remains the Participant’s responsibility and that (a) paying cash, (b) electing to have the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, Shares having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory (c) delivering to the Company or to the Employer (in their sole discretion) to satisfy all withholding already vested and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant owned Shares having a Fair Market Value equal to the Withholding Taxesamount required to be withheld, provided that or (d) selling a sufficient number of such sale does 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. To the extent determined appropriate by the Company in its discretion, it will have the right (but not violate Company policy or Applicable Lawsthe obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Sections 3 or 4, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, right to receive Shares thereunder and the Restricted Stock Units will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding (a) The Grantee shall be liable for any contrary provision and all taxes, including withholding taxes, arising out of this Agreementgrant or the vesting of Restricted Shares hereunder. In the event that the Corporation or the Grantee’s employer (the “Employer”) is required to withhold taxes as a result of the grant, no vesting or subsequent sale of Shares hereunder, the Grantee shall at the election of the Corporation, in its sole discretion, either (i) surrender a sufficient number of whole Shares for which the Restricted Period has expired or other Common Stock will be issued to Shares owned by the ParticipantGrantee, unless and until satisfactory arrangements (having a fair market value, as determined by the Plan AdministratorCorporation on the last day of the Restricted Period equal to the amount of such taxes, or (ii) will have been made by make a cash payment, as necessary to cover all applicable required withholding taxes and required social security/insurance contributions at the Participant 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 any action the Corporation or the Grantee’s Employer takes with respect to any or all income (including federal, state, foreign and local taxes), employmenttax, social security/insurance, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , the Grantee acknowledges and agrees that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant him is and remains the ParticipantGrantee’s responsibility and that the Company and/or Corporation and or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or nor undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the this grant of Restricted Stock UnitsShares, including the grant of the Restricted Stock Unitsgrant, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentrelease, the subsequent sale of any shares of Common Stock acquired at vesting Shares and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the this grant of Restricted Stock Units Shares to reduce or eliminate the ParticipantGrantee’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to timeTax-Related Items. The Company will not retain fractional shares of Common Stock to satisfy any portion of Grantee shall pay the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company Corporation or the Employer to withhold all applicable Withholding Taxes legally payable by any amount of Tax-Related Items that the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company Corporation or the Employer or from any equivalent cash payment received upon vesting may be required to withhold as a result of the Grantee’s participation in the Plan or the Grantee’s receipt of Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable Shares that cannot be satisfied by the Participant, by providing irrevocable instructions means previously described above in Section 10(a). The Corporation may refuse to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to deliver the Participant having a Fair Market Value equal to Shares related thereto if the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Grantee fails to make satisfactory arrangements for comply with the payment of Grantee’s obligations in connection with the Withholding Taxes hereunder at Tax-Related Items. (c) Grantee will notify the time any applicable Restricted Stock Units otherwise are scheduled to vest Corporation in writing if he or she files an election pursuant to Section 383(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 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Grant Date. This time period cannot be issued to Participantextended. The Grantee acknowledges that timely filing of a Section 83(b) election is the Grantee’s sole responsibility.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary or affiliate employing Grantee (as determined by the Plan Administrator“Employer”) will have been made by the Participant take with respect to the payment of any or all income tax (including federal, state, foreign and and/or local taxes), employment, social insurance, fringe benefit tax, payroll tax, payment on account and or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding TaxesTax-Related Items”). Participant , Grantee acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by the Participant Grantee is and remains the ParticipantGrantee’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsPerformance Shares, including the grant of the Restricted Stock UnitsPerformance Shares, the vesting of Restricted Stock UnitsPerformance Shares, the settlement payment of the Restricted Stock Units Performance Shares in shares of Common Stock Shares or the receipt of an equivalent cash paymentin cash, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units Performance Shares to reduce or eliminate the ParticipantGrantee’s liability for Withholding TaxesTax-Related Items. To satisfy the Withholding TaxesFurther, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold otherwise deliverable shares or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of Common Stock upon vesting of Restricted Stock Unitsthis Agreement, according no payment pursuant to the vesting schedulePerformance Shares will be made to Grantee, having a fair market value equal unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Grantee with respect to the minimum amount required to be withheld for the payment of all Tax-Related Items which the Withholding TaxesCompany determines must be withheld with respect to such Shares so issuable. The Administrator, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, discretion and both pursuant to such procedures as the Plan Administrator it may specify from time to time. The Company will not retain fractional shares of Common Stock , may permit Grantee to satisfy any portion Tax-Related Items, in whole or in part by one or more of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldfollowing (without limitation): (a) paying cash, and the Plan Administrator determines that the (b) withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the ParticipantGrantee’s wages or other cash compensation payable paid to the Participant Grantee by the Company or and/or the Employer or from any equivalent cash payment received upon vesting of Employer, (c) have the Restricted Stock Units. AlternativelyCompany withhold otherwise deliverable Shares, or (d) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in addition, if permissible under local lawits sole discretion (whether through a broker or otherwise). Depending on the withholding method, the Company may allow Participant to satisfy the Withholding Taxes payable withhold or account for Tax-Related Items by the Participantconsidering applicable minimum statutory withholding rates or other applicable withholding rates, by providing irrevocable instructions to including maximum applicable rates, in which case Grantee will receive a Companyrefund of any over-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable withheld amount in cash and will have no entitlement to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable LawsShare equivalent. If the Participant obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Performance Shares. If Grantee fails to make satisfactory arrangements for the payment of the Withholding Taxes any Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Section 32, the Participant Grantee will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, Shares and the Restricted Stock Units Shares will not be issued returned to Participantthe Company at no cost to the Company.

Withholding of Taxes. Notwithstanding When the Shares are issued in settlement for vested Restricted Stock Units, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. If the Company is obligated at the time of the issuance of the Shares to withhold taxes on behalf of such income recognized by the Grantee (for example if the Grantee has become an Employee of the Company after the Grant Date and prior to the Vesting Date or Settlement Date, or if changes in Applicable Laws require such withholding), the Company reserves the right to withhold a portion of the Shares or cash otherwise issuable in payment for vested Restricted Stock Units that have an aggregate market value sufficient to pay any contrary provision applicable minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company with respect to the Shares. Withholding will occur at the time that the Company determines is necessary or appropriate to comply with applicable law, which may be before the Restricted Stock Units are due to be settled. No fractional Shares will be withheld or issued pursuant to the grant of this AgreementRestricted Stock Units and the issuance of Shares thereunder. The Company may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s Non-Employee Director compensation or other amounts payable to the Grantee, with no withholding of Shares. In the event that any applicable withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s compensation or other amounts payable to the Grantee, as indicated above), no Shares of Common Stock will be issued to the Participant, Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the Plan AdministratorCommittee) will have been made by the Participant Grantee with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other any applicable taxes which the Company determines must be withheld or collected with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local lawBy accepting this Award, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable Grantee expressly consents to the Participant having a Fair Market Value equal withholding of Shares and to the Withholding Taxes, any cash or Share withholding as provided that such sale does not violate Company policy or Applicable Lawsfor in this paragraph 12. If the Participant fails All income and other taxes related to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantUnit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.

Withholding of Taxes. Notwithstanding any contrary provision of this AgreementTo the extent required by Applicable Law, no Shares of Common Stock will be issued the Company has the authority to deduct or withhold, or require the Participant to remit to the ParticipantCompany, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect an amount sufficient to the payment of income (including satisfy all applicable federal, state, local and foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which (including the Company determines must Participant’s tax obligation) required by Applicable Law to be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including taxable event arising from the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, RSUs or the settlement of any vested RSUs. At the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentCompany’s election, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and Participant may satisfy his or her tax obligation, in whole or in part, by either: (iia) do not commit electing to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding Taxes. To satisfy the Withholding Taxes, have the Company may withhold Class A Ordinary Shares otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according to be delivered with a Fair Market Value (as defined in the vesting schedule, having a fair market value Plan) equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory obligation; (b) surrendering to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having previously owned Class A Ordinary Shares with a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate tax withholding obligation; (c) allowing the Company policy to withhold the amount of the tax withholding obligation from the Participant’s cash compensation; or Applicable Laws(d) paying the amount of the tax withholding obligation directly to the Company in cash. If the Administrator determines that the Participant fails has not satisfied or performed his or her tax obligations, then the Administrator has the right, but not the obligation, to make satisfactory arrangements for suspend the payment vesting of the Withholding Taxes hereunder at RSUs (the “Suspended Period”) 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 any applicable Restricted Stock Units at which the specific number of RSUs may otherwise are scheduled to vest pursuant to Section 3under the original vesting schedule shall be postponed, in each case, by the Participant will permanently forfeit such Restricted Stock Units and any shares same number of Common Stock otherwise deliverable with respect thereto, and days that elapse during the Restricted Stock Units will not be issued to ParticipantSuspended Period.

Withholding of Taxes. (a) Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares of Common Stock will be issued to the ParticipantGrantee, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant Grantee with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the Company determines must be withheld with respect to such shares Shares so issuable (the “Withholding Taxes”). Participant The Grantee acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant Grantee is and remains the ParticipantGrantee’s responsibility and that the Company and/or the ParticipantGrantee’s actual employer (the “Employer”) (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentShares, the subsequent sale of any shares of Common Stock Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the ParticipantGrantee’s liability for Withholding Taxes. . (b) To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock Shares upon vesting of Restricted Stock Units, according to the vesting schedule, or upon settlement of this award in Shares, if applicable, having a fair market value Fair Market Value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both Taxes pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock Shares to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock Shares results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock Shares as described above, prior to the issuance of shares of Common Stock Shares upon vesting or settlement of Restricted Stock Units or the receipt of an equivalent cash paymentUnits, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or the Employer or from any equivalent cash payment received upon vesting or settlement of the Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to Participant.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Plan Administrator) will have been made by the Participant with respect to the payment of income (including federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which action the Company determines must be withheld with respect to such shares so issuable (the “Withholding Taxes”). Participant acknowledges that the ultimate liability for all Withholding Taxes legally due by the Participant is and remains the or Participant’s responsibility and that the Company and/or the Participant’s actual 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 Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (i“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 Restricted Stock Units 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 Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units, 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 Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock Shares acquired at vesting under the Plan, and the receipt of any dividends, if any; and (iib) do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Withholding TaxesTax-Related Items, or achieve any particular tax result. To satisfy the Withholding Taxes, the Company Participant also understands that Applicable Laws may withhold otherwise deliverable shares of Common Stock upon vesting of require varying Share or Restricted Stock Units, according to the vesting schedule, having a fair market value equal to the minimum amount required to be withheld Unit valuation methods for the payment purposes of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheldcalculating Tax-Related Items, and the Plan Administrator determines 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 withholding Date of whole shares Grant and the date of Common Stock results in an over-withholding to meet the minimum tax withholding requirementsany relevant taxable event, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company or to the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of acknowledges that the Company and/or the EmployerEmployer (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 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 any Tax-Related Items which the Company determines must be withheld with respect to such Shares. As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. In this regard, the Participant authorizes the Company or and/or the Employer or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable Withholding Taxes legally payable Tax-Related Items by one or a combination of the Participant following, in each case to the extent permitted by Applicable Laws: (i) by receipt of a cash payment from the Participant; (ii) by withholding from Participant’s wages or other cash compensation payable paid to the Participant by the Company or the Employer or from any equivalent cash Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment received upon vesting of the vested Restricted Stock Units (provided that amounts withheld shall not exceed the amount permitted under Applicable Laws); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Stock Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or (v) by any other arrangement approved by the Administrator. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount permitted under Applicable Laws. Alternatively, or in addition, if permissible under local law, Any Shares withheld pursuant to this Section 7 shall be valued based on the Company may allow Participant to satisfy the Withholding Taxes payable by the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant fails to make satisfactory arrangements for the payment as of the Withholding Taxes hereunder at date the time withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3Parent, the Participant will permanently forfeit such Restricted Stock Units and Subsidiary, or Employer any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will Tax-Related Items that cannot be issued to Participantsatisfied by the foregoing methods.

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Agreement, no Shares of Common Stock will be issued to action the Participant, unless and until satisfactory arrangements Company and/or the Subsidiary or affiliate employing Grantee (as determined by the Plan Administrator"Employer") will have been made by the Participant take with respect to the payment of any or all income tax (including federal, state, foreign and state and/or local taxestax), employment, social insurance, payroll tax, payment on account and account, or other taxes which the Company determines must be withheld with respect to such shares so issuable tax-related withholding (the “Withholding Taxes”"Tax-Related Items"). Participant , Grantee hereby acknowledges that the ultimate liability for all Withholding Taxes Tax-Related Items legally due by Grantee with respect to the Participant Option is and remains the Participant’s Grantee's responsibility and that the Company and/or the Participant’s actual employer (the “Employer”) Employer (i) make no representations or undertakings regarding the treatment of any Withholding Taxes Tax-Related Items in connection with any aspect of the Restricted Stock UnitsOption, including the grant of the Restricted Stock UnitsOption, the vesting of Restricted Stock Units, the settlement or exercise of the Restricted Stock Units in shares of Common Stock or the receipt of an equivalent cash paymentOption, the subsequent sale of any shares of Common Stock Shares acquired at vesting pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units Option to reduce or eliminate the Participant’s Xxxxxxx's liability for Withholding TaxesTax-Related Items. To satisfy the Withholding Taxes, the Company may withhold otherwise deliverable shares of Common Stock upon vesting of Restricted Stock Units, according Prior to the vesting schedulerelevant taxable event, having a fair market value equal to the minimum amount required to be withheld for the payment of the Withholding Taxes, or, if permitted by the Administrator in its sole discretion, such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, and both pursuant to such procedures as the Plan Administrator may specify from time to time. The Company will not retain fractional shares of Common Stock to satisfy any portion of the Withholding Taxes. If shares of Common Stock equal to the minimum amount are being withheld, and the Plan Administrator determines that the withholding of whole shares of Common Stock results in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to the Participant as soon as administratively possible. If the Company does not withhold in shares of Common Stock as described above, prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Units or the receipt of an equivalent cash payment, the Participant Grantee shall pay, pay or make adequate arrangements satisfactory to the Company or to and/or the Employer (in their sole discretion) to satisfy all withholding and payment on account obligations of Tax-Related Items. In this regard, Grantee hereby authorizes the Company and/or the Employer, in their sole discretion, pursuant to such procedures as they may specify from time to time and without any notice to or authorization by Grantee, to withhold all applicable Tax-Related Items legally payable by Grantee in whole or in part by means of one or a combination of the following (without limitation): (1) withholding from Grantee's wages or other cash compensation paid to Grantee by the Company and/or the Employer; (2) withholding from proceeds of the sale of Shares acquired upon exercise of the Option; (3) selling or arranging for the sale of Shares acquired upon exercise of the Option (on Xxxxxxx's behalf and at Xxxxxxx's discretion pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise); or (4) withholding in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment. In this regardIf the Company satisfies the withholding obligation for Tax-Related Items by withholding in Shares, as described above, Grantee hereby acknowledges that Grantee is deemed to have been issued the Participant authorizes full number of Shares subject to the Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. Grantee hereby acknowledges that Grantee is required to pay to the Company or the Employer to withhold all applicable Withholding Taxes legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by any amount of Tax-Related Items that the Company or the Employer or from any equivalent cash payment received upon vesting may be required to withhold as a result of Xxxxxxx's participation in the Restricted Stock Units. AlternativelyPlan, or in addition, if permissible under local law, the purchase of Common Stock at exercise that cannot be satisfied by the means previously described. Grantee hereby acknowledges that the Company may allow Participant refuse to satisfy honor the Withholding Taxes payable by exercise of the Participant, by providing irrevocable instructions to a Company-designated broker to sell a sufficient number of shares of Common Stock otherwise deliverable to the Participant having a Fair Market Value equal to the Withholding Taxes, provided that such sale does not violate Company policy or Applicable Laws. If the Participant Option if Xxxxxxx fails to make satisfactory arrangements for comply with Xxxxxxx's obligations in connection with the payment of the Withholding Taxes hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted Stock Units and any shares of Common Stock otherwise deliverable with respect thereto, and the Restricted Stock Units will not be issued to ParticipantTax-Related Items as described in this paragraph 8.