Common use of Withholding of Taxes Clause in Contracts

Withholding of Taxes. 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 Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any 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 Grantee’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes all Tax-Related Items which the Company determines must be withheld with respect to such SharesShares so issuable. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such tax withholding obligationTax-Related Items, in whole or in part by one or more of the following (without limitation) by ): (a) paying cash, (b) electing withholding from the Grantee’s wages or other cash compensation paid to 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 having a Fair Market Value equal necessary to satisfy the minimum statutory withholding amount required or such other amount as may be necessary to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheldavoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee (on Grantee’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal ). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe 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 aspect of the Restricted Stock Units. If Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are dueSection 2, Participant Grantee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the "Employer") take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any 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 Grantee's liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes all Tax-Related Items which the Company determines must be withheld with respect to such SharesShares so issuable. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such tax withholding obligationTax-Related Items, in whole or in part by one or more of the following (without limitation) by ): (a) paying cash, (b) electing withholding from the Grantee's wages or other cash compensation paid to 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 having a Fair Market Value equal necessary to satisfy the minimum statutory withholding amount required or such other amount as may be necessary to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheldavoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee (on Xxxxxxx's behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal ). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe 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 aspect of the Restricted Stock Units. If Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are dueSection 2, Participant Grantee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting (including continued vesting) and payout of the PSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, ; or (de) selling a sufficient number of such Shares otherwise deliverable to Participant through such means any other method as the Company or Committee may determine elect in its sole discretion (whether through compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a broker credit against the taxes. Depending on the withholding method, the Company may withhold or otherwise) equal account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment grant date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. 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 CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyAdministrator, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, Participant unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant with respect to the payment of federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Sharesthe Shares so issuable. Prior to vesting and/or settlement of the Restricted Stock UnitsThe Committee hereby allows Participant, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash, ; (b) selling on the open market otherwise deliverable Shares having a Fair Market Value, as defined in the Plan, equal to the amount needed to cover the Tax Related Items; or (c) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to Value, as defined in the minimum amount required to be withheldPlan, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such 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 Tax Related Items required to be withheld. To If the extent determined appropriate obligation for Tax Related Items is satisfied by selling Shares on the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax open market or withholding obligations by reducing the a number of Shares otherwise deliverable as described above, Participant will be deemed to Participanthave been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are sold or held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Award. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise are portion of the Award is scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant will permanently forfeit such Restricted Stock Units portion of the Award and any right to receive no Shares thereunder and the Restricted Stock Units will be returned issued to the Company at no cost Participant pursuant to the Companythem.

Withholding of Taxes. Notwithstanding any contrary provision When shares of this Award AgreementRestricted Stock become vested, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock UnitsAward recipient shall (i) pay the Company an amount of money necessary to satisfy the Company's tax withholding obligations under the Code and applicable state or local law arising from the vesting of such Restricted Stock or, Participant will (ii) elect to receive a reduced number of shares of Common Stock to satisfy 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 Company'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 or make adequate arrangements satisfactory 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 and/or within three days after the Participant’s employer (date of the “Employer”) lapse of restrictions. If the Restricted Stock Award recipient does not timely pay the Company an amount necessary to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax 's withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing he shall be deemed to have elected to have the Company withhold otherwise deliverable Shares having 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 to satisfy the Company's tax withholding obligations, the Company shall withhold only the number of whole shares of Common Stock necessary to satisfy its minimum statutory withholding obligation, which shall be based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the Restricted Stock Award recipient's taxable income arising from the vesting of his Restricted Stock. If the Fair Market Value of the withheld shares does not equal Company's minimum statutory withholding amount due, the Company shall withhold whole shares with a Fair Market Value equal to slightly less than the minimum statutory withholding amount required to be withheld, (c) delivering due. The Restricted Stock Award recipient shall pay to the Company already vested the remaining balance of the minimum statutory withholding amount due by cashier's check drawn on a national banking association and owned Shares having a Fair Market Value equal payable to the amount required to be withheld, or (d) selling a sufficient number order 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 amount required to be withheldUnited States dollars. To the extent determined appropriate The withheld shares of Restricted Stock not made available for delivery by the Company shall be retained as treasury stock or will be canceled and, in its discretioneither case, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duerecipient's right, Participant will permanently forfeit title and interest in such Restricted Stock Units and any right shall terminate. All references to receive Shares thereunder and the Restricted Stock Units will recipient in this Section 8.E shall be returned deemed to be references to the Company at no cost to estate of the CompanyRestricted Stock recipient, if applicable.

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 (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 Stock Units (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 Stock Units or any aspect of the Restricted Stock Units (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 date of grant of the award of Restricted Stock Units 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 will be issued to Participant, Participant unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe 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 withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its sole discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder thereunder, and the Restricted Stock Units will be returned to the 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 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 Award Agreementthe Company or Subsidiary) with respect to the Shares, no certificate representing 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 Participantthe 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 payment will be made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 7. All income and other taxes related to the Performance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Restricted Stock Units, Participant Grantee. In no event will pay or make adequate arrangements satisfactory to the Company and/or reimburse the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages Grantee for any taxes or other cash compensation paid to Participant by costs that may be imposed on the Company and/or the Employer or from proceeds Grantee as result of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.Section 409A.

Withholding of Taxes. Notwithstanding any contrary provision When shares of this Award AgreementRestricted Stock become vested, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock UnitsAward recipient shall (i) pay the Company an amount of money necessary to satisfy the Company's tax withholding obligations under the Code and applicable state or local law arising from the vesting of such Restricted Stock or, Participant will (ii) elect to receive a reduced number of shares of Common Stock to satisfy 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 Company'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 or make adequate arrangements satisfactory 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 and/or within three days after the Participant’s employer (date of the “Employer”) lapse of restrictions. If the Restricted Stock Award recipient does not timely pay the Company an amount necessary to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax 's withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing he shall be deemed to have elected to have the Company withhold otherwise deliverable Shares having 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 to satisfy the Company's tax withholding obligations, the Company shall withhold only the number of whole shares of Common Stock necessary to satisfy its minimum statutory withholding obligation, which shall be based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the Restricted Stock Award recipient's taxable income arising from the vesting of his Restricted Stock. If the Fair Market Value of the withheld shares does not equal Company's minimum statutory withholding amount due, the Company shall withhold whole shares with a Fair Market Value equal to slightly less than the minimum statutory withholding amount required to be withheld, (c) delivering due. The Restricted Stock Award recipient shall pay to the Company already vested the remaining balance of the minimum statutory withholding amount due by cashier's check drawn on a national banking association and owned Shares having a Fair Market Value equal payable to the amount required to be withheld, or (d) selling a sufficient number order 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 amount required to be withheldUnited States dollars. To the extent determined appropriate The withheld shares of Restricted Stock not made available for delivery by the Company shall be retained as treasury stock or will be canceled and, in its discretioneither case, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duerecipient's right, Participant will permanently forfeit title and interest in such Restricted Stock Units and any right shall terminate. All references to receive Shares thereunder and the Restricted Stock Units will recipient in this Section 7.3 shall be returned deemed to be references to the Company at no cost to estate of the CompanyRestricted Stock recipient, if applicable.

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

Withholding of Taxes. Notwithstanding The Company (or the employing Parent or Subsidiary) will withhold a portion of the Shares of Restricted Stock that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any contrary provision of this Award Agreement, no certificate representing other applicable taxes required to 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 Participantthe grant of the Restricted Stock Award and the issuance of Shares thereunder; unless determined otherwise by the Company, any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck or through direct payment by the Grantee to the Company in the form of cash, check or other cash equivalent. The Company (or the employing Parent or Subsidiary) may instead, in its discretion, require the Grantee to pay an amount necessary to pay the applicable taxes directly to the Company in the form of cash, check or other cash equivalent, and/or may withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, in each case with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck or direct payment, as indicated above), no Restricted Stock will be granted to the Grantee (or his or her estate) unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory In addition and to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable maximum extent permitted by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyCompany (or the employing Parent or Subsidiary) has the right to retain without notice from salary or other amounts payable to the Grantee, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares cash having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) value to satisfy any tax withholding obligations by reducing that cannot be satisfied through the number withholding of otherwise deliverable Shares. By accepting this Award, the Grantee expressly consents to the withholding of Shares otherwise deliverable and to Participantany cash or Share withholding as provided for in this paragraph 7. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations All income and other taxes related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to Award and any Shares delivered in payment thereof are the Company at no cost to sole responsibility of the CompanyGrantee.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by the Participant with respect to the payment of income, employment, social insurance, payroll employment and other taxes which the Company determines must be withheld with respect to such SharesShares so issuable. Prior Unless otherwise provided by the Committee prior to the vesting and/or settlement of Restricted Stock Units as set forth in the next sentence, the Participant shall satisfy such tax withholding obligations upon the vesting of the Restricted Stock UnitsUnits and issuance of Shares (or otherwise) by having the Company withhold from those Shares that the Participant would otherwise be entitled to receive, Participant will pay or make adequate arrangements satisfactory a number of Shares having a Fair Market Value equal to the Company and/or the Participant’s employer (the “Employer”) minimum statutory amount necessary to satisfy all the Company’s applicable federal, state, local and foreign income and employment tax withholding and payment obligations obligations. In lieu of the Company and/or the Employer. In this regardabove, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant subject to such procedures as it may specify from time to time, the Committee may permit or require the Participant to satisfy such tax withholding obligation, in whole obligations upon the vesting of the Restricted Stock Units and issuance of Shares (or in part otherwise) by one or more of the following (without limitation) by ): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (dc) 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 amount required to be withheld. To If the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 Section C or 4 or tax withholding obligations related taxes are otherwise required to Restricted Stock Units otherwise are duebe withheld, the Participant will permanently forfeit such Restricted Stock Units and any the right to receive acquire any Shares thereunder with respect thereto, and the Restricted Stock Units will be returned to the Company at no cost to the Company. All income and other taxes related to the RSUs and any Shares delivered in payment thereof are the sole responsibility of the Participant.

Withholding of Taxes. Notwithstanding 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 CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll employment and other taxes which the Company determines must be withheld with respect to such Shares. Prior If Participant fails to vesting and/or settlement make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the Restricted Stock Unitstime any applicable RSUs otherwise are scheduled to vest, Participant will pay or make adequate arrangements satisfactory permanently forfeit such RSUs and any right to receive Shares thereunder and the RSUs will be returned to the Company and/or the Participant’s employer (the “Employer”) at no cost to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company. 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 withholding obligation, in whole or in part (without limitation) by (a) paying cashcash or remitting a check, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value fair market value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value fair market value equal to the amount required to be withheld, or (d) 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 amount required to be withheld, or (e) a combination thereof. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units RSUs otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant will permanently forfeit such Restricted Stock Units RSUs and any right to receive Shares thereunder and the Restricted Stock Units RSUs will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding You acknowledge that you are responsible to pay any contrary provision and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award Agreementor the settlement and payout of the DSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay DSUs; (b) the sale of Shares acquired upon settlement of the DSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the DSUs, notwithstanding that a number of the Shares are repurchased by the Company and/or solely for the Employer purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationevent, in whole or in part (without limitation) by (a) paying cashas applicable, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as you acknowledge that the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount be required to be withheld. To the extent determined appropriate by the Company withhold or account for tax liability in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companymore than one jurisdiction.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued to Participant, you unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant you with respect to the payment of federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Sharesthe shares of Stock so issuable. Prior to vesting and/or settlement of the Restricted Stock UnitsThe Committee hereby allows you, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 CryoLife or an Eligible Employer withhold otherwise deliverable Shares shares of Stock having a Fair Market Value Value, as defined in the Plan, equal to the minimum amount of the Tax Related Items required to be withheld, ; or (c) delivering electing to have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from any wages or other cash compensation payable to you by CryoLife or the Eligible Employer, as the case may be. If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, you will be deemed to have been issued the full number of shares of Stock subject to the Company already vested and owned Shares having performance shares, notwithstanding that a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means 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 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participantperformance shares. If Participant fails you fail to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise performance shares are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant you will permanently forfeit such Restricted performance shares and no shares of Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned issued to the Company at no cost you pursuant to the Companythem.

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 (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 Stock Units (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 Stock Units or any aspect of the Restricted Stock Units (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 date of grant of the award of Restricted Stock Units 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 will be issued to Participant, Participant unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe 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 withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its sole discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

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

Withholding of Taxes. Notwithstanding Regardless of any contrary provision of this Award Agreement, no certificate representing action the Shares will be issued to Company or Participant, unless and until satisfactory arrangements ’s employer (as determined by the Company“Employer”) will have been made by Participant takes with respect to the payment of income, employmentany or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and other taxes which legally applicable to Participant (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company determines must be withheld or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with respect any aspect of the Stock Unit, including, but not limited to, the grant, vesting or settlement of the Stock Unit, the issuance of Shares upon settlement of the Stock Unit, the subsequent sale of Shares acquired pursuant to such Sharesissuance; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Unit 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. Prior to vesting and/or settlement of the Restricted Stock Unitsany relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) Employer to satisfy all withholding and payment obligations of the Company and/or the EmployerTax-Related Items. In this regard, Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable tax withholding obligations legally payable Tax-Related Items by Participant from his one or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds a combination of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.following:

Withholding of Taxes. Notwithstanding The Corporation shall be entitled, if necessary or desirable, to withhold from any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless amounts due and until satisfactory arrangements (as determined payable by the CompanyCorporation to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) will have been made by Participant the amount of any withholding or other tax due from the Corporation with respect to any Common Stock which becomes vested and unrestricted under this Agreement, and the payment Corporation may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to satisfy his or her obligation to advance the amount of income, employment, social insurance, payroll and any required income or other withholding taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “EmployerRequired Tax Payments”) to satisfy all withholding and payment obligations by any of the Company and/or following means: (1) a cash payment to the Employer. In this regardCorporation, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable (2) delivery (either actual delivery or by Participant from his or her wages or other cash compensation paid to Participant attestation procedures established by the Company and/or Corporation) to the Employer or from proceeds Corporation of the sale previously owned whole shares of Shares. AlternativelyCommon Stock (for which «Last_Name» has good title, or in addition, if permissible under applicable local law, the Company, in its sole discretion free and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitationclear of all liens and encumbrances) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value (as defined in the Plan), determined as of the date the obligation to withhold or pay taxes first arises in connection with the Restricted Stock Unit Award (the “Tax Date”), equal to the minimum amount required Required Tax Payments, (3) authorizing the Corporation to withhold from the shares of Common Stock otherwise to be withheld, (c) delivering delivered to the Company already vested and owned Shares holder pursuant to the Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Corporation through whom «Last_Name» has sold the shares with respect to which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Compensation Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5) for any holder who is not a director or an “officer” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as disregarded and the Company may determine remaining amount due shall be paid in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate cash by the Company holder. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companyfull.

Withholding of Taxes. Notwithstanding Amounts payable in respect of the Award shall be subject to withholding and deductions for federal, state and/or local taxes, and the Employer shall have the right to withhold such amounts from any contrary provision amounts otherwise payable to you in respect of this the Award Agreementor to otherwise require, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant with respect prior to the grant, vesting or payment of incomethe Award, employmentpayment by you of any federal, social insurance, payroll and other state or local taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable required 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required law to be withheld. To Code Section 409A: It is intended that this Agreement and the extent determined appropriate by Award granted hereunder will comply with or be exempt from Code Section 409A, and this Agreement will be construed and interpreted in accordance with such intent. A termination of employment (or other service, as the Company in its discretion, it will case may be) shall not be deemed to have the right (but not the obligation) to satisfy occurred for purposes of any tax withholding obligations by reducing the number provision of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment (or other service, as the case may be) unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything herein to the contrary, the following shall apply, if and to the extent required tax withholding obligations hereunder at by Code Section 409A, in the time event that (A) you are deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and (B) amounts or benefits under the Award or any other program, plan or arrangement of the Employer or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that are “nonqualified deferred compensation” subject to Code Section 409A shall be made prior to the date that is six (6) months after the date of separation from service or, if earlier, the date of death; following any applicable Restricted Stock Units six (6) month delay, all such delayed payments will be paid in a single lump sum (without interest) on the earliest permissible payment date. Notwithstanding anything herein to the contrary, to the extent that the Award is (i) subject to Code Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the payment of such Award shall not occur until the earliest of (I) the Change of Control if such Change of Control constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (II) the date such Award would otherwise are scheduled to vest be settled pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units the terms of this Agreement and any right to receive Shares thereunder and (III) your “separation of service” within the Restricted Stock Units will be returned to the Company at no cost to the Company.meaning of Code Section 409A.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including the grant of the Performance Shares, the vesting of Performance Shares, the payment of the Performance Shares in Shares or in cash, the subsequent sale of any 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 Performance Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items. Further, 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 or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing payment pursuant to the Performance Shares will be issued made to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes all Tax-Related Items which the Company determines must be withheld with respect to such SharesShares so issuable. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such tax withholding obligationTax-Related Items, in whole or in part by one or more of the following (without limitation) by ): (a) paying cash, (b) electing withholding from the Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer, (c) have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheldShares, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee (on Grantee’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal ). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to be withheld. To have been issued the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe 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 Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are dueSection 2, Participant Grantee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the 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 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 Award Agreement, no certificate representing the Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to Participantthe grant of Restricted Stock Units and the issuance of Shares thereunder. 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 payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 9. All income and other taxes related to the Restricted Stock Units, Participant Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will pay or make adequate arrangements satisfactory to the Company and/or reimburse the Participant’s employer (Grantee for any taxes that may be imposed on the “Employer”) to satisfy all withholding and payment obligations Grantee as result of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.Section 409A.

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 Award 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 certificate representing the Shares will be issued to Participant, the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll and other any applicable taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 12. All income and other taxes related to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to Unit award and any Shares delivered in payment thereof are the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations sole responsibility of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyGrantee.

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 will of Restricted Stock may be issued released from the escrow established pursuant to ParticipantSection 2, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe 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 withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe 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 withholding obligation, in whole or in part (without limitation) by (ai) paying cash, (bii) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or Employer, (iii) electing to have the Company withhold otherwise deliverable Shares having upon vesting of the Restricted Stock Units with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the minimum applicable amount of any Tax‑Related Items required to be withheld, (civ) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (dv) selling a sufficient number withholding from proceeds of such the sale of Shares acquired upon vesting of the Restricted Stock Units otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwiseotherwise and whether through a voluntary sale or through a mandatory sale arranged by the Company on Participant’s behalf pursuant to this authorization and without further consent from Participant), with a Fair Market Value (as defined in the Plan unless otherwise determined by the Administrator) equal to the applicable amount of any Tax‑Related Items required to be withheld. To Depending on the extent determined appropriate by withholding method, and notwithstanding the foregoing, the Company 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 its discretion, it which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the right (but not equivalent amount in Shares. If the obligation) obligation for Tax‑Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to satisfy any tax withholding obligations by reducing have been issued the full number of Shares otherwise deliverable subject to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable vested Restricted Stock Units otherwise Units, notwithstanding that a number of the Shares are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and held back solely for purposes of paying the Restricted Stock Units will be returned to the Company at no cost to the CompanyTax‑Related Items.

Withholding of Taxes. Notwithstanding You acknowledge that you are responsible to pay any contrary provision and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award Agreementor the vesting and payout of the RSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay RSUs; (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. 4 Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are repurchased by the Company and/or solely for the Employer purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationevent, in whole or in part (without limitation) by (a) paying cashas applicable, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as you acknowledge that the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount be required to be withheldwithhold or account for tax liability in more than one jurisdiction. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company4.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting (including continued vesting) and payout of the PSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) 4 direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, ; or (de) selling a sufficient number of such Shares otherwise deliverable to Participant through such means any other method as the Company or Committee may determine elect in its sole discretion (whether through compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a broker credit against the taxes. Depending on the withholding method, the Company may withhold or otherwise) equal account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment grant date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction. 4.

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the Participant’s tax obligation) will have been made required by Participant with respect Applicable Law to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or any taxable event arising from the grant of the RSUs or the settlement of any vested RSUs. At the Restricted Stock UnitsCompany’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to may satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold Class A Ordinary Shares otherwise deliverable to be delivered with a Fair Market Value (as defined in the Plan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares having with a Fair Market Value equal to the minimum amount required to be withheld, tax withholding obligation; (c) delivering to allowing the Company already vested and owned Shares having a Fair Market Value equal to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) 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 paying the amount required of the tax withholding obligation directly to be withheld. To the extent determined appropriate by the Company in its discretioncash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, it will have then the right (Administrator has the right, but not the obligation, to suspend the vesting of the RSUs (the “Suspended Period”) to satisfy any commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax withholding obligations by reducing obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Shares RSUs may otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for vest under the payment original vesting schedule shall be postponed, in each case, by the same number of any required tax withholding obligations hereunder at days that elapse during the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. 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 CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyAdministrator, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting (including continued vesting) and payout of the RSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, ; or (de) selling a sufficient number of such Shares otherwise deliverable to Participant through such means any other method as the Company or Committee may determine elect in its sole discretion (whether through compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a broker credit against the taxes. Depending on the withholding method, the Company may withhold or otherwise) equal account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment grant date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Notwithstanding You acknowledge that you are responsible to pay any contrary provision and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award Agreementor the vesting and payout of the PSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the vested PSU, notwithstanding that a number of the Shares are repurchased by the Company and/or solely for the Employer purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationevent, in whole or in part (without limitation) by (a) paying cashas applicable, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as you acknowledge that the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount be required to be withheldwithhold or account for tax liability in more than one jurisdiction. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company4.

Withholding of Taxes. When cash is delivered as payment for vested Performance Units or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Affiliate) will withhold a portion of the Performance Units that have an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Performance Units, including, without limitation, (a) all federal, state and local income, employment and any other applicable taxes that are required to be withheld by the Company or the employing Affiliate, (b) the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Performance Units awarded and the cash paid thereunder, and (c) all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares Performance Units will be issued to Participant, settled through the payment of cash or otherwise unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant the Employee with respect to the payment of income, employment, social insurance, payroll and other taxes which any Tax Obligations that the Company determines must be withheld or collected with respect to such SharesPerformance Units. Prior In addition and to vesting and/or the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise cash in settlement of the Restricted Stock Units, Participant will pay Performance units or make adequate arrangements satisfactory that are due prior to the Company and/or settlement of Performance Units under the Participant’s employer (Performance Units award. All Tax Obligations related to the “Employer”) to satisfy all withholding Performance Units award and any amounts delivered in payment obligations thereof are the sole responsibility of the Company Employee. Further, Employee shall be bound by any additional withholding requirements included in the Notice of Grant [and/or the Employer. In Exhibit [__]] of this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyAgreement.

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 will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior 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 vesting and/or the Participant upon settlement of the vested Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to ; provided that the Company and/or Shares withheld shall not exceed the Participant’s employer (the “Employer”) amount necessary to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Company’s minimum tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by obligations. Such withheld Shares shall be valued based on 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal as of the date the withholding obligations are satisfied. The Company or the Employer may, at their discretion, use other methods to satisfy the minimum amount required Tax-Related Items. Furthermore, the Participant agrees to be withheld, (c) delivering to pay the Company already vested and owned Shares having a Fair Market Value equal to or the amount required to Employer any Tax-Related Items that cannot be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate satisfied by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companyforegoing methods.

Withholding of Taxes. 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 CompanyAdministrator) will have been made by Participant with respect to the payment of Tax Obligations. For purposes of this Award Agreement, “Tax Obligations” means tax, social insurance and social security liability obligations and requirements in connection with these Restricted Stock Units, including, without limitation, (i) all federal, state, and local income, employment, social insurance, payroll employment and any other taxes which (including Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company determines must be withheld (or Company’s Parent or Subsidiary, as applicable), (ii) Participant’s and, to the extent required by the Company (or its Parent or Subsidiary, as applicable), the Company’s (or its Parent’s or Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of these Restricted Stock Units or sale of any Shares issued hereunder, and (iii) any other taxes or social insurance or social security liabilities or premium the responsibility for which Participant has, or has agreed to bear, with respect to such Sharesthese Restricted Stock Units (or issuance of Shares or other consideration hereunder). Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. In this regard, Participant authorizes the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations Tax Obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyAdministrator, 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 withholding obligationTax Obligations, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations Tax Obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding You acknowledge that you are responsible to pay any contrary provision and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award Agreementor the vesting and payout of the PSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the vested PSU, notwithstanding that a number of the Shares are repurchased by the Company and/or solely for the Employer purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationevent, in whole or in part (without limitation) by (a) paying cashas applicable, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as you acknowledge that the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount be required to be withheld. To the extent determined appropriate by the Company withhold or account for tax liability in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companymore than one jurisdiction.

Withholding of Taxes. Notwithstanding As a condition precedent to the delivery to Grantee of any contrary provision Shares upon vesting of this Award Agreementthe Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, no certificate representing Grantee shall, upon request by the Shares will Company, pay to the Company such amount of cash as the Company may be issued required, under all applicable federal, state, local or other laws or regulations, to Participantwithhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Restricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, unless and until satisfactory arrangements the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to any Restricted Stock Units by any of the following means: (as determined a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) will have been made by Participant of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with respect the Restricted Stock Units (the “Tax Date”), equal to the payment of income, employment, social insurance, payroll and other taxes which Required Tax Payments; (c) authorizing the Company determines must to withhold from the Shares otherwise to be withheld with respect delivered to such Shares. Prior to Grantee upon the vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations a number of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value Value, determined as of the Tax Date, equal to the minimum amount required Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares to be withheld, (c) delivering to the Company already vested and owned Shares having delivered or withheld may not have a Fair Market Value equal to in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation shall be withhelddisregarded and the remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the Required Tax Payments have been satisfied in full. For any cash payments made pursuant to Section 9 hereof, or (d) 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 shall withhold from such cash payments the amount required to be withheldRequired Tax Payments. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.CEO

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the Participant’s tax obligation) will have been made required by Participant with respect Applicable Law to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement any taxable event arising from the grant of the Restricted Stock UnitsOption. At the Company’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to may satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold Ordinary Shares otherwise deliverable Shares having to be delivered with a Fair Market Value equal to the minimum amount required to be withheld, tax withholding obligation; (cb) delivering surrendering to the Company already vested and previously owned Ordinary Shares having with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) 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 paying the amount required of the tax withholding obligation directly to be withheld. To the extent determined appropriate by the Company in its discretioncash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, it will have then the right (Administrator has the right, but not the obligation, to suspend the vesting of the Option (the “Suspended Period”) to satisfy any commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax withholding obligations by reducing obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Ordinary Shares underlying the Option may otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for vest under the payment original vesting schedule shall be postponed, in each case, by the same number of any required tax withholding obligations hereunder at days that elapse during the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanySuspended Period.

Withholding of Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary retaining or employing Participant (the “Employer”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), 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/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. 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 CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe 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 withholding obligationany Tax-Related Items, in whole or in part (without limitation) by (a) paying cashwithholding from Participant’s wages or other cash compensation payable to Participant by the Company and/or any Parent or Subsidiary, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheldShares, or (dc) 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 ). Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldShare equivalent. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. In this case, for tax purposes, Participant will be 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. If Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the Company determines that such withholding method is problematic under Applicable Laws. In this case, Participant may elect the form of withholding from the alternatives above. 6584426-v15\GESDMS Finally, Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding Tax-Related Items obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

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 Award Agreement, no certificate representing the Shares will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such tax withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to ParticipantGrantee. If Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 3, 4 or tax withholding obligations related to Restricted Stock Units otherwise are due6, Participant Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting and payout of the RSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company and/or or Committee may elect in compliance with the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local lawPlan, the Company, in its sole discretion Code and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a applicable law. The Fair Market Value equal to of the minimum amount required to Shares that are repurchased, if applicable, will be withhelddetermined as of the date when the taxes otherwise would have been withheld in cash, (c) delivering to and will be applied as a credit against the Company already vested and owned Shares having a Fair Market Value equal to taxes. Depending on the amount required to be withheldwithholding method, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in its sole discretion (whether through which case you will receive a broker or otherwise) equal refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment Grant Date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Grant Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyAdministrator, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the 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 of this Award Agreement, no certificate representing 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 Participantthe grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. 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 payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to Unit award and any Shares delivered in payment thereof are the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations sole responsibility of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued to Participantthe Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of Federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares. Prior the shares of Stock so issuable (or amounts to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory be paid with respect to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in additionDividend Equivalents, if permissible under applicable local lawany). The Committee hereby allows Grantee, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 (or any Subsidiary or Affiliated Company) withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld, ; or (dc) selling a sufficient number of such Shares otherwise deliverable electing to Participant through such means as have the Company may determine in its sole discretion (whether through a broker or otherwiseany Subsidiary or Affiliated Company) equal withhold any amount of Tax Related Items from any wages or other cash compensation payable to the amount required to be withheld. To the extent determined appropriate Grantee by the Company in its discretion(including, it will have if applicable, any amounts paid with respect to Dividend Equivalents). If the right (but not the obligation) to satisfy any tax obligation for Tax Related Items is satisfied by withholding obligations by reducing the a number of Shares otherwise deliverable shares of Stock as described above, Grantee will be deemed to Participanthave 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 Participant the Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise (and corresponding Dividend Equivalents, if any) are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant the Grantee will permanently forfeit such Restricted shares of Stock Units (and any right to receive Shares thereunder Dividend Equivalents, if any) and the Restricted shares of Stock Units will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued to Participantthe Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of Federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares. Prior the shares of Stock so issuable (or amounts to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory be paid with respect to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in additionDividend Equivalents, if permissible under applicable local lawany). The Committee hereby allows Grantee, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 (or any Subsidiary or Affiliated Company) withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld, ; or (dc) selling a sufficient number of such Shares otherwise deliverable electing to Participant through such means as have the Company may determine in its sole discretion (whether through a broker or otherwiseany Subsidiary or Affiliated Company) equal withhold any amount of Tax Related Items from any wages or other cash compensation payable to the amount required to be withheld. To the extent determined appropriate Grantee by the Company in its discretion(including, it will have if applicable, any amounts paid with respect to Dividend Equivalents). If the right (but not the obligation) to satisfy any tax obligation for Tax Related Items is satisfied by withholding obligations by reducing the a number of Shares otherwise deliverable shares of Stock as described above, Grantee will be deemed to Participanthave 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 Participant the Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise (and corresponding Dividend Equivalents, if any) are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant the Grantee will permanently forfeit such Restricted Stock Units (and any right to receive Shares thereunder Dividend Equivalents, if any) and the Restricted no shares of Stock Units will be returned issued to the Company at no cost Grantee pursuant to the Companythem.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued to Participant, you unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant you with respect to the payment of Federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Sharesthe shares of Stock so issuable. Prior to vesting and/or settlement of the Restricted Stock UnitsThe Committee hereby allows you, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 CryoLife or an Eligible Employer withhold otherwise deliverable Shares shares of Stock having a Fair Market Value Value, as defined in the Plan, equal to the minimum amount of the Tax Related Items required to be withheld, ; or (c) delivering electing to have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from any wages or other cash compensation payable to you by CryoLife or the Eligible Employer, as the case may be. If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, you will be deemed to have been issued the full number of shares of Stock subject to the Company already vested and owned Shares having performance shares, notwithstanding that a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means 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 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participantperformance shares. If Participant fails you fail to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise performance shares are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant you will permanently forfeit such Restricted performance shares and no shares of Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned issued to the Company at no cost you pursuant to the Companythem.

Withholding of Taxes. Regardless of any action the Company and/or the Subsidiary or affiliate employing Grantee (the “Employer”) take with respect to any or all income tax (including federal, state, and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Xxxxxxx is and remains Grantee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of Restricted Stock Units, the payment of the Restricted Stock Units in Shares or in cash, the subsequent sale of any 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 Grantee’s liability for Tax-Related Items. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes all Tax-Related Items which the Company determines must be withheld with respect to such SharesShares so issuable. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such tax withholding obligationTax-Related Items, in whole or in part by one or more of the following (without limitation) by ): (a) paying cash, (b) electing withholding from the Grantee’s wages or other cash compensation paid to 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 having a Fair Market Value equal necessary to satisfy the minimum statutory withholding amount required or such other amount as may be necessary to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheldavoid adverse accounting treatment, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee (on Xxxxxxx’s behalf and at his or her direction pursuant to this authorization) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal ). If the obligation for Tax-Related Items is satisfied by withholding in Shares, Grantee is deemed to have been issued the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe 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 aspect of the Restricted Stock Units. If Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are dueSection 2, Participant Grantee will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company.

Withholding of Taxes. Notwithstanding The Company shall be entitled, if necessary or desirable, to withhold from any contrary provision amounts due and payable by the Company to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any Common Stock which becomes vested and unrestricted under this Award Agreement, no certificate representing and the Shares will be issued Company may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to Participantsatisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Company, unless and until satisfactory arrangements (as determined 2) delivery (either actual delivery or by attestation procedures established by the Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer of previously owned whole shares of Common Stock (the “Employer”for which «Last_Name» has good title, free and clear of all liens and encumbrances) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value (as defined in the Plan), determined as of the date the obligation to withhold or pay taxes first arises in connection with the Performance-Based Restricted Stock Unit Award (the “Tax Date”), equal to the minimum amount required Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be withheld, (c) delivering delivered to the Company already vested and owned Shares holder pursuant to the Performance-Based Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value Value, determined as of the Tax Date, equal to the amount required to be withheldRequired Tax Payments, or (d4) 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 cash payment by 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned broker-dealer acceptable to the Company at no cost through whom «Last_Name» has sold the shares with respect to which the CompanyRequired Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Compensation Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5) for any holder who is not a director or an “officer” (as defined in Rule 16a-1(f) under the 1934 Act). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full.

Withholding of Taxes. 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 Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll employment and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the The Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are dueSettlement Date, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. The Company intends to rely upon the rule of convenience provided in Section 31.3121(v)(2)-1(e)(5) of the Treasury Regulations such that any FICA/FUTA tax obligations will be satisfied at the same time as all income tax obligations on the Settlement Date, rather than on the date of vesting of such underlying Shares.

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

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 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 Award Agreementthe Company or Subsidiary) with respect to the Shares, no certificate representing 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 Participantthe 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 payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 7. The Company (or employing parent of the Company or Subsidiary) may not be required to withhold taxes on behalf of the employee with regards to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory but the award may still be subject to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employertax. In this regardAdditionally, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant income taxes withheld by the Company and/or may not satisfy the Employer or from proceeds of entire income tax liability associated with the sale of Sharesaward. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion All income and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations other taxes related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder 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 be returned to the Company reimburse the Grantee for any taxes or other costs that may be imposed on the Grantee as result of Section 409A. See also the “Tax Matters” section at no cost to the Companyend of this Award Agreement.

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

Withholding of Taxes. Notwithstanding any contrary provision If the Grantee makes an election under section 83(b) of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment of income, employment, social insurance, payroll and other taxes which to the Company determines must of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be withheld immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to such Shares. Prior the Award, upon a Vesting Date with respect to vesting and/or settlement any portion of the Restricted Stock UnitsShares (or property distributed with respect thereto), Participant will pay the Company shall cancel such Restricted Shares (or make adequate arrangements satisfactory withhold property) having an aggregate Fair Value, on the date next preceding the Vesting Date, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Company and/or the Participant’s employer (the “Employer”Award including, without limitation, salary payments) to the Grantee an amount as shall be reasonably required to satisfy all the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding and payment obligations with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Company and/or Shares subject to the EmployerAward). In For purposes of this regardAgreement, Participant authorizes “Fair Value” means the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds closing sales price of the sale of Shares. AlternativelyShares on the Nasdaq Global Select Market on such date, or in addition, if permissible under applicable local lawthe absence of reported sales on such date, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have closing sales price of the Company withhold otherwise deliverable Shares having a Fair Market Value equal to on the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements immediately preceding date for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companywhich sales were reported.

Withholding of Taxes. Notwithstanding You acknowledge that you are responsible to pay any contrary provision and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award, the vesting and payout of the RSUs that you receive under this Award Agreementor your eligibility for retirement in accordance with the terms of the Retirement Policy. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay RSUs; (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes. Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are repurchased by the Company and/or solely for the Employer purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationevent, in whole or in part (without limitation) by (a) paying cashas applicable, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as you acknowledge that the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount be required to be withheld. To the extent determined appropriate by the Company withhold or account for tax liability in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companymore than one jurisdiction.

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

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued paid to ParticipantGrantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant Grantee with respect to the payment of Federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Shares. Prior the shares of Stock so payable (or amounts to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory be paid with respect to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in additionDividend Equivalents, if permissible under applicable local lawany). The Committee hereby allows Grantee, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 (or any Subsidiary) withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld, ; or (dc) selling a sufficient number of such Shares otherwise deliverable electing to Participant through such means as have the Company may determine in its sole discretion (whether through a broker or otherwiseany Subsidiary) equal withhold any amount of Tax Related Items from any wages or other cash compensation payable to the amount required to be withheld. To the extent determined appropriate Grantee by the Company in its discretion(or any subsidiary) including, it will have if applicable, any amounts paid with respect to Dividend Equivalents. If the right (but not the obligation) to satisfy any tax obligation for Tax Related Items is satisfied by withholding obligations by reducing the a number of Shares otherwise deliverable shares of Stock as described above, Grantee will be deemed to Participanthave been paid 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 Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Tax Related Items arise, the Company (or any Subsidiary) will withhold otherwise deliverable shares of Stock Units having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld. Further, if Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any Tax Related Items are required to be withheld and shares of Stock are not otherwise are scheduled deliverable, Grantee hereby authorizes the Company (or any Subsidiary) to vest pursuant withhold any amount of Tax Related Items required to Sections 3 be withheld from any wages or 4 other cash compensation payable to Grantee by the Company (or any Subsidiary). Notwithstanding the above, for any FICA and Medicare tax withholding obligation that arises (i) upon Grantee initially becoming eligible for Retirement in Good Standing or Disability and (ii) prior to a time for which shares subject to such a continued vesting have otherwise become payable, those obligations shall be satisfied by deducting from the shares under this Award that number of shares which have a Fair Market Value, as determined by the Company, equal to the amount of the FICA and Medicare tax withholding obligations related due with respect to this Award, and any portion of a previous award made to Grantee under the Plan for which such tax withholding obligations arise, rounded up to the nearest whole share; provided, however, that no such withholding method shall be applied to a Grantee who is a Section 16 Officer at the time of such determination. Regardless of any action the Company (or any Subsidiary) take with respect to any or all Tax Related Items, Grantee acknowledges that the ultimate liability for all Tax Related Items is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company (or any Subsidiary). Grantee further acknowledges that the Company and its Subsidiaries (including Grantee’s employer) (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Units otherwise Units, including the grant, vesting or payment of a share of Stock thereunder or the subsequent sale of any shares of Stock acquired thereunder; and (ii) do not commit to, and are dueunder no obligation to, Participant will permanently forfeit such Restricted Stock Units and structure the terms of the grant or any right to receive Shares thereunder and aspect of the Restricted Stock Units will be returned to reduce or eliminate Grantee’s liability for Tax Related Items or achieve any particular tax result. Further, if Grantee is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company at no cost and/or its Subsidiaries (including Grantee’s employer or former employer, as applicable) may be required to the Companywithhold for Tax Related Items in more than one jurisdiction.

Withholding of Taxes. Notwithstanding any contrary provision If the Grantee makes an election under section 83(b) of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment of income, employment, social insurance, payroll and other taxes which to the Company determines must of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be withheld immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to such Shares. Prior to vesting and/or settlement the Award, upon the lapse of the Restricted Stock UnitsPeriod with respect to any portion of the Restricted Shares (or property distributed with respect thereto), Participant will pay the Company shall cancel such Restricted Shares (or make adequate arrangements satisfactory withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Company and/or the Participant’s employer (the “Employer”Award including, without limitation, salary payments) to the Grantee an amount required to satisfy all the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding and payment obligations with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Company and/or Shares subject to the EmployerAward). In For purposes of this regardAgreement, Participant authorizes "Fair Value" means the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds closing sales price of the sale of Shares. AlternativelyShares on the NASDAQ Stock Market National Market System on such date, or in addition, if permissible under applicable local lawthe absence of reported sales on such date, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have closing sales price of the Company withhold otherwise deliverable Shares having a Fair Market Value equal to on the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements immediately preceding date for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companywhich sales were reported.

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 of this Award Agreement, no certificate representing 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 Participantthe grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. 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 payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units. By accepting this Award, Participant will pay or make adequate arrangements satisfactory the Grantee expressly consents to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable and to Participantany cash or Share withholding as provided for in this paragraph 11. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations All income and other taxes related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such this Award of Restricted Stock Units and any right to receive Shares thereunder and delivered in payment thereof are the Restricted Stock Units will be returned to sole responsibility of the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding As a condition precedent to the delivery to Grantee of any contrary provision Shares upon vesting of this Award Agreementthe Restricted Stock Units or the payment of any cash pursuant to Section 9 hereof, no certificate representing Grantee shall, upon request by the Shares will Company, pay to the Company such amount of cash as the Company may be issued required, under all applicable federal, state, local or other laws or regulations, to Participantwithhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Restricted Stock Units and any such cash payments. If Grantee shall fail to advance the Required Tax Payments after request by the Company, unless and until satisfactory arrangements the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee or withhold Shares. Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments with respect to any Restricted Stock Units by any of the following means: (as determined a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) will have been made by Participant of previously owned whole Shares having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with respect the Restricted Stock Units (the “Tax Date”), equal to the payment of income, employment, social insurance, payroll and other taxes which Required Tax Payments; (c) authorizing the Company determines must to withhold from the Shares otherwise to be withheld with respect delivered to such Shares. Prior to Grantee upon the vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations a number of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value Value, determined as of the Tax Date, equal to the minimum amount required Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares to be withheld, (c) delivering to the Company already vested and owned Shares having delivered or withheld may not have a Fair Market Value equal to in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy such an obligation shall be withhelddisregarded and the remaining amount due shall be paid in cash by Grantee. No Shares shall be delivered until the Required Tax Payments have been satisfied in full. For any cash payments made pursuant to Section 9 hereof, or (d) 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 shall withhold from such cash payments the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyRequired Tax Payments.

Withholding of Taxes. Regardless of any action the Company or Xxxxxxx’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 Xxxxxxx 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 Award Agreement, no certificate representing the Shares will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant Grantee with respect to the payment of income, employment, social insurance, payroll and other taxes any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant Grantee to satisfy such tax withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to ParticipantGrantee. If Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 3, 4 or tax withholding obligations related to Restricted Stock Units otherwise are due6, Participant Grantee will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company.

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

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting and payout of the PSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, ; or (de) selling a sufficient number of such Shares otherwise deliverable to Participant through such means any other method as the Company or Committee may determine elect in its sole discretion (whether through compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a broker credit against the taxes. Depending on the withholding method, the Company may withhold or otherwise) equal account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment grant date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Notwithstanding The Company shall be entitled, if necessary or desirable, to withhold from any contrary provision amounts due and payable by the Company to «Last_Name» (or to secure payment from «Last_Name» in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any Common Stock which becomes vested and unrestricted under this Award Agreement, no certificate representing and the Shares will be issued Company may defer such issuance until such amounts are paid or withheld. «Last_Name» may elect to Participantsatisfy his or her obligation to advance the amount of any required income or other withholding taxes (the “Required Tax Payments”) by any of the following means: (1) a cash payment to the Company, unless and until satisfactory arrangements (as determined 2) delivery (either actual delivery or by attestation procedures established by the Company) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer of previously owned whole shares of Common Stock (the “Employer”for which «Last_Name» has good title, free and clear of all liens and encumbrances) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value (as defined in the Plan), determined as of the date the obligation to withhold or pay taxes first arises in connection with the Restricted Stock Unit Award (the “Tax Date”), equal to the minimum amount required Required Tax Payments, (3) authorizing the Company to withhold from the shares of Common Stock otherwise to be withheld, (c) delivering delivered to the Company already vested and owned Shares holder pursuant to the Restricted Stock Unit Award, a number of whole shares of Common Stock having a Fair Market Value Value, determined as of the Tax Date, equal to the amount required to be withheldRequired Tax Payments, or (d4) 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 cash payment by 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned broker-dealer acceptable to the Company at no cost through whom «Last_Name» has sold the shares with respect to which the CompanyRequired Tax Payments have arisen or (5) any combination of (1), (2) and (3). The Compensation Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (2)-(5) for any holder who is not a director or an “officer” (as defined in Rule 16a-1(f) under the 1934 Act). Shares of Common Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full.

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

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

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

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 Award 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 certificate representing the Shares will be issued to Participant, the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll and other any applicable taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 12. All income and other taxes related to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to Unit award and any Shares delivered in payment thereof are the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations sole responsibility of the Company and/or the EmployerGrantee. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company13.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued to Participant, you unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant you with respect to the payment of Federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Sharesthe shares of Stock so issuable. Prior to vesting and/or settlement of the Restricted Stock UnitsThe Committee hereby allows you, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 CryoLife or an Eligible Employer withhold otherwise deliverable Shares shares of Stock having a Fair Market Value Value, as defined in the Plan, equal to the minimum amount of the Tax Related Items required to be withheld, ; or (c) delivering electing to have CryoLife or an Eligible Employer withhold any amount of Tax Related Items from any wages or other cash compensation payable to you by CryoLife or the Eligible Employer, as the case may be. If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, you will be deemed to have been issued the full number of shares of Stock subject to the Company already vested and owned Shares having Performance Shares, notwithstanding that a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means 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 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to ParticipantPerformance Shares. If Participant fails you fail to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise Performance Shares are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duevest, Participant you will permanently forfeit such Restricted Performance Shares and no shares of Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned issued to the Company at no cost you pursuant to the Companythem.

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. 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 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 Award 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 certificate representing the Shares will be issued to Participant, the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll and other any applicable taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 12. All income and other taxes related to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to Unit award and any Shares delivered in payment thereof are the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations sole responsibility of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding The Company or any contrary provision of this Award AgreementSubsidiary shall have the authority and the right to deduct or withhold from an amount paid in cash, no certificate representing or require the Shares will be issued Participant to Participant, unless and until satisfactory arrangements (as determined by remit to the Company, an amount paid in cash sufficient to satisfy any applicable federal, state and local taxes (including the Participant’s FICA, employment tax or other social security contribution obligation) will have been made required by Participant with respect law to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement any taxable event concerning the Participant arising as a result of the Restricted Stock Units, Participant will pay Plan or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employerthis Agreement. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Committee, in its sole discretion and pursuant to such procedures as it may specify from time to timein satisfaction of the foregoing requirement, may permit (i) repurchase or require allow the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing elect to have the Company withhold repurchase shares of Class A Common Stock otherwise deliverable Shares having a Fair Market Value equal to issuable upon exercise of the minimum amount required to be withheld, Option (cor any portion thereof) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (dii) selling cause the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent to the applicable tax liabilities and remit such Shares amount to or at the direction of the Participant’s employer or the Committee in satisfaction of such tax liabilities. In addition, at the request and direction of the Participant, solely to the extent permitted by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise deliverable issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to Participant through such means as a broker reasonably acceptable to the Committee to deliver promptly to the Company may determine an amount in its sole discretion (whether through a broker or otherwise) equal to satisfaction of the amount required to be withheldapplicable tax liabilities. To the extent Unless otherwise determined appropriate by the Company in its discretionCommittee, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If shares of Class A Common Stock which may be so repurchased or sold on behalf of the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will shall be returned limited to the Company at no cost number of shares of Class A Common Stock which have a fair market value on the date of repurchase or sale (as the case may be) necessary to pay the Companyaggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and local income tax and payroll tax purposes that are applicable to such supplemental taxable income.

Withholding of Taxes. Notwithstanding any contrary provision If the Grantee makes an election under section 83(b) of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the Grantee making prompt payment of income, employment, social insurance, payroll and other taxes which to the Company determines must of any applicable withholding obligations or withholding taxes by the Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be withheld immediately cancelled. If the Grantee does not make an election under section 83(b) of the Code with respect to such Shares. Prior to vesting and/or settlement the Award, upon the lapse of the Restricted Stock UnitsPeriod with respect to any portion of the Restricted Shares (or property distributed with respect thereto), Participant will pay and unless other arrangements are made at the sole discretion of the Company, the Company shall cancel such Restricted Shares (or make adequate arrangements satisfactory withhold property) having an aggregate Fair Value, on the date next preceding the lapse of the Restricted Period, in an amount required to satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding with respect to Grantee. The Company shall deduct from any distribution of cash (whether or not related to the Company and/or the Participant’s employer (the “Employer”Award including, without limitation, salary payments) to the Grantee an amount required to satisfy all the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding and payment obligations with respect to Grantee pertaining to cash payments under the Award (including any cash dividends made in respect of the Company and/or Shares subject to the EmployerAward). In For purposes of this regardAgreement, Participant authorizes "Fair Value" means the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds closing sales price of the sale of Shares. AlternativelyShares on the New York Stock Exchange on such date, or in addition, if permissible under applicable local lawthe absence of reported sales on such date, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have closing sales price of the Company withhold otherwise deliverable Shares having a Fair Market Value equal to on the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such 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 the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements immediately preceding date for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companywhich sales were reported.

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the Participant’s tax obligation) will have been made required by Participant with respect Applicable Law to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such any taxable event arising from these Restricted Shares. Prior to vesting and/or settlement of At the Restricted Stock UnitsCompany’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to may satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold Class A Ordinary Shares otherwise deliverable to be delivered with a Fair Market Value (as defined in the Plan) equal to the tax withholding obligation; (b) surrendering to the Company previously owned Class A Ordinary Shares having with a Fair Market Value equal to the minimum amount required to be withheld, tax withholding obligation; (c) delivering to allowing the Company already vested and owned Shares having a Fair Market Value equal to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) 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 paying the amount required of the tax withholding obligation directly to be withheld. To the extent determined appropriate by the Company in its discretioncash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, it will have then the right (Administrator has the right, but not the obligation, to suspend the vesting of the Restricted Shares (the “Suspended Period”) to satisfy any commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax withholding obligations by reducing obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will Shares may otherwise vest under the original vesting schedule shall be returned to postponed, in each case, by the Company at no cost to same number of days that elapse during the CompanySuspended Period.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting and payout of the RSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, ; or (de) selling a sufficient number of such Shares otherwise deliverable to Participant through such means any other method as the Company or Committee may determine elect in its sole discretion (whether through compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a broker credit against the taxes. 3 Depending on the withholding method, the Company may withhold or otherwise) equal account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment grant date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction. 4.

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 Award Agreementa Company Member's allocable share of net income and gains, no certificate representing the Shares will Company shall make the requisite payments to the appropriate taxing authority on a timely basis, and the amount so paid shall be issued treated as a Distribution to Participantthe 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, unless and until satisfactory arrangements (as determined 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 Company after said Distributions have been made to satisfy such withholding liability within ten days after being so notified by the Company) will have been made . Should a Class A Member fail to timely make any such Capital Contributions, such Class A Member shall be in default and shall indemnify and hold the Company and the other Class A Members harmless for any costs, penalties, payments or damages incurred by Participant with the Company or the other Class A Members as a result of such failure, and such Class A Member shall pay the Company interest in respect to the payment of income, employment, social insurance, payroll and other taxes which any disbursements by the Company determines must be withheld with respect as a result of such Class A Member failing to such Shares. Prior to vesting and/or settlement timely make the Capital Contributions required by this Section 7.02 at the lower of the Restricted Stock UnitsPrime Rate plus ten percentage points per annum, Participant will pay compounded monthly, or make adequate arrangements satisfactory 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 and/or 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 Participant’s employer (prime rate of interest as published on such date in The Wall Street Journal, and generally defined therein as "the “Employer”) to satisfy all withholding and payment obligations base rate on corporate loans posted by at least 75% of the Company and/or the Employer. In this regardnation's 30 largest banks"; provided, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in additionthat, if permissible under applicable local lawThe Wall Street Journal is not published on a date for which the Prime Rate must be determined, the CompanyPrime Rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published or if The Wall Street Journal discontinues publishing a prime rate, the Prime Rate shall be the prime rate published 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number newspaper 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companynational circulation.

Withholding of Taxes. Notwithstanding The Company or any contrary provision of this Award AgreementSubsidiary shall have the authority and the right to deduct or withhold from an amount paid in cash, no certificate representing or require the Shares will be issued Participant to Participant, unless and until satisfactory arrangements (as determined by remit to the Company, an amount paid in cash sufficient to satisfy any applicable federal, state and local taxes (including the Participant’s FICA, employment tax or other social security contribution obligation) will have been made required by Participant with respect law to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement any taxable event concerning the Participant arising as a result of the Restricted Stock Units, Participant will pay Plan or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employerthis Agreement. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Committee, in its sole discretion and pursuant to such procedures as it may specify from time to timein satisfaction of the foregoing requirement, may permit (i) repurchase or require allow the Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing elect to have the Company withhold repurchase shares of Class A Common Stock otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, issuable hereunder or (dii) selling cause the sale of a sufficient number of shares of Class A Common Stock on behalf of the Participant to realize sale proceeds equivalent to the applicable tax liabilities and remit such Shares amount to or at the direction of the Participant’s employer or the Committee in satisfaction of such tax liabilities. In addition, at the request and direction of the Participant, solely to the extent permitted by applicable law, if the Class A Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, the Committee shall cause the sale of Class A Common Stock otherwise deliverable issuable hereunder through a procedure whereby the Participant delivers irrevocable instructions to Participant through such means as a broker reasonably acceptable to the Committee to deliver promptly to the Company may determine an amount in its sole discretion (whether through a broker or otherwise) equal to satisfaction of the amount required to be withheldapplicable tax liabilities. To the extent Unless otherwise determined appropriate by the Company in its discretionCommittee, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If shares of Class A Common Stock which may be so repurchased or sold on behalf of the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will shall be returned limited to the Company at no cost number of shares of Class A Common Stock which have a fair market value on the date of repurchase or sale (as the case may be) necessary to pay the Companyaggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state and local income tax and payroll tax purposes that are applicable to such supplemental taxable income.

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing or book-entry regarding the Shares will be issued to or made in favor of the Participant, and no payments in respect of the Dividend Equivalents will be paid, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant satisfies the Participant’s obligations with respect to the payment of income, employment, social insurance, payroll employment and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer compensation (the “EmployerWithholding Taxes”) to satisfy all withholding and payment obligations of the Company and/or the Employer). In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the CompanyThe Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require hereby permits the Participant to satisfy such tax withholding obligation, in whole or in part part, by one or more of the following (without limitation) by ): (a) paying cash, ; (b) electing having withholding taken from compensation otherwise due to have Participant from the Company withhold Company; (c) subject to the approval of the independent members of the Board, withholding otherwise deliverable Shares having a Fair Market Value fair market value equal to the minimum statutory amount required to be withheld, ; (cd) delivering to the Company already vested and owned Shares having a Fair Market Value fair market value equal to the amount required to be withheld, ; or (de) selling subject to applicable law, permitting the Participant to enter into a sufficient number “same day sale” commitment with a broker-dealer that is a member of such the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to sell a portion of the Shares otherwise deliverable to Participant through such means as be delivered and whereby the Company may determine in its sole discretion (whether through a broker or otherwise) equal FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding taxes directly to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to ParticipantCompany. If the Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at within the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are duenecessary for compliance with Treasury Regulations Section 1.409A-1(b)(4), the Participant will permanently forfeit such Restricted Performance Stock Units and any right to receive Shares thereunder and payments in respect of Dividend Equivalents as of the Restricted Stock Units will be returned to the Company last day of such compliance period, at no cost to the Company, and the Participant will have no further right to receive Shares, cash or other compensation with respect thereto. Notwithstanding anything in this Agreement to the contrary, if the Participant is a reporting person subject to Section 16 of the Exchange Act, the Participant agrees that, unless otherwise determined by the Committee, the Company shall satisfy all or any portion of the Withholding Taxes relating to this Award by withholding Shares issued or otherwise issuable to the Participant in connection with the Performance Stock Units (and withholding cash from the Dividend Equivalents payable with respect to such Performance Stock Units) with a fair market value (measured as of the date such Shares are issued or such cash is paid to the Participant) equal to the amount of such Withholding Taxes.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting and payout of the RSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay RSUs (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you 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, 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 withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, ; or (de) selling a sufficient number of such Shares otherwise deliverable to Participant through such means any other method as the Company or Committee may determine elect in its sole discretion (whether through compliance with the Plan, the Code and applicable law. The FMV of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a broker credit against the taxes. Depending on the withholding method, the Company may withhold or otherwise) equal account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested RSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment grant date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Notwithstanding You acknowledge that you are required to make acceptable arrangements to pay any contrary provision withholding taxes that may be due as a result of receipt of this Award Agreementor the vesting and payout of the PSUs that you receive under this Award, and no certificate representing the Shares will be issued released to Participantyou until you have made such arrangements. These arrangements may include any one or a combination of the following, unless and until satisfactory arrangements (as determined by the Company or the Committee: (a) the Company) will have been made by Participant with respect ’s repurchase of Shares to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or issued upon settlement of the Restricted Stock Units, Participant will pay PSUs (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or make adequate arrangements satisfactory through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company and/or the Participant’s employer Company; (the “Employer”d) to satisfy all payroll withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her your wages or other cash compensation paid to Participant you by the Company; or (e) any other method as the Company and/or or Committee may elect in compliance with the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local lawPlan, the Company, in its sole discretion Code and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a applicable law. The Fair Market Value equal to of the minimum amount required to Shares that are repurchased, if applicable, will be withhelddetermined as of the date when the taxes otherwise would have been withheld in cash, (c) delivering to and will be applied as a credit against the Company already vested and owned Shares having a Fair Market Value equal to taxes. Depending on the amount required to be withheldwithholding method, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in its sole discretion (whether through which case you will receive a broker or otherwise) equal refund of any over-withheld amount in cash and will have no entitlement to the amount required to be withheldcommon share equivalent. To If the extent determined appropriate obligation for taxes is satisfied by the Company in its discretionrepurchase of Shares, it will you are deemed to have been issued the right (but not the obligation) to satisfy any tax withholding obligations by reducing the full number of Shares otherwise deliverable subject to Participantthe vested PSU, notwithstanding that a number of the Shares are repurchased solely for the purpose of paying the taxes. You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility. If Participant fails you are subject to make satisfactory arrangements for tax liabilities in more than one jurisdiction between the payment Grant Date and the date of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 relevant taxable or tax withholding obligations related to Restricted Stock Units otherwise are dueevent, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to as applicable, you acknowledge that the Company at no cost may be required to the Companywithhold or account for tax liability in more than one jurisdiction.

Withholding of Taxes. Notwithstanding The Company and any contrary provision Affiliates shall have the right to deduct from payments of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant with respect any kind otherwise due to the payment Grantee any federal, state, or local taxes of income, employment, social insurance, payroll and other taxes which the Company determines must any kind required by law to be withheld with respect to such Shares. Prior to vesting and/or settlement the termination of the Restricted Period or the issuance of shares with respect to the Stock Units. At the termination of the Restricted Period and/or the issuance of shares, Participant will the Grantee shall pay or make adequate arrangements satisfactory to the Company and/or any amount that the Participant’s employer (the “Employer”) Company may reasonably determine to be necessary to satisfy all such withholding and payment obligations obligation. The Grantee acknowledges that at the termination of the Company and/or Restricted Period with respect to Stock Units for which a deferral election has been made pursuant to Section 3, the EmployerGrantee will be obligated to pay at that time applicable FICA and Medicare taxes, even though federal and state income taxes may be postponed until the deferral period ends. In this regardSubject to the prior approval of the Company, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant which may be withheld by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it discretion, the Grantee may specify from time to time, may permit or require Participant elect to satisfy such tax withholding obligationobligations, in whole or in part part, (without limitationi) by (a) paying cash, (b) electing to have causing the Company to withhold shares of Stock otherwise deliverable Shares having or (ii) by delivering to the Company shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a such withholding obligations. The Fair Market Value equal of the shares of Stock used to the amount required to satisfy such withholding obligation shall be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have as of the right (but not date that the obligation) amount of tax to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable be withheld is to Participantbe determined. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest A Grantee who has made an election pursuant to Sections 3 this Section 6 may satisfy his or 4 her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Companyother similar requirements.

Withholding of Taxes. Notwithstanding any contrary provision of this Award AgreementTo the extent required by Applicable Law, no certificate representing the Shares will be issued Company has the authority to Participantdeduct or withhold, unless and until satisfactory arrangements (as determined by or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the Participant’s tax obligation) will have been made required by Participant with respect Applicable Law to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such any taxable event arising from these Restricted Shares. Prior to vesting and/or settlement of At the Restricted Stock UnitsCompany’s election, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to may satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) part, by either: (a) paying cash, (b) electing to have the Company withhold Ordinary Shares otherwise deliverable Shares having to be delivered with a Fair Market Value equal to the minimum amount required to be withheld, tax withholding obligation; (cb) delivering surrendering to the Company already vested and previously owned Ordinary Shares having with a Fair Market Value equal to the tax withholding obligation; (c) allowing the Company to withhold the amount required to be withheld, of the tax withholding obligation from the Participant’s cash compensation; or (d) 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 paying the amount required of the tax withholding obligation directly to be withheld. To the extent determined appropriate by the Company in its discretioncash. If the Administrator determines that the Participant has not satisfied or performed his or her tax obligations, it will have then the right (Administrator has the right, but not the obligation, to suspend the vesting of the Restricted Shares (the “Suspended Period”) to satisfy any commencing upon the Participant’s failure or default until such time the Participant has fully satisfied or performed such tax withholding obligations by reducing obligations. For the avoidance of doubt: (i) the Administrator has discretion in determining whether or not the Participant has satisfied or performed, fully or otherwise, his or her tax obligations; and (ii) after the vesting suspension is lifted, the time at which the specific number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will Shares may otherwise vest under the original vesting schedule shall be returned to postponed, in each case, by the Company at no cost to same number of days that elapse during the CompanySuspended Period.

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 Award 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 certificate representing the Shares will be issued to Participant, the Grantee (or his or her estate) in settlement of the Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 14. All income and other taxes related to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to Unit award and any Shares delivered in payment thereof are the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations sole responsibility of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected with respect to this Award and/or the Shares thereunder (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit grant, including the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items. 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 CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such SharesTax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) Employer to satisfy all withholding and payment obligations of the Company and/or the EmployerEmployer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations 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 CompanyCompany 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 withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheldwithheld for Tax-Related Items, or (d) 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 amount required to be withheldwithheld for Tax-Related Items. To the extent determined appropriate by the The Company in its sole discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations Tax-Related Items related to the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

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

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 of this Award Agreement, no certificate representing 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 Participantthe grant of Restricted Stock Units and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company through the Grantee’s paycheck. 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 payment will be made to the Grantee (or his or her estate) for Restricted Stock Units unless and until satisfactory arrangements (as determined by the CompanyAdministrator) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesRestricted Stock Units. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this paragraph 9. All income and other taxes related to the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to Unit award and any Shares delivered in payment thereof are the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations sole responsibility of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyGrantee.

Withholding of Taxes. Notwithstanding The Creditors’ Trustee may withhold and pay to the appropriate Tax Authority all amounts required to be withheld pursuant to the IRC or any contrary provision of this Award Agreementany foreign, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant state or local tax law with respect to any payment or distribution to the payment Beneficiaries (including, without limitation, tax withholding relating to wage claims). All such amounts withheld and paid to the appropriate Tax Authority shall be treated as amounts distributed to such Beneficiaries for all purposes of incomethis Creditors’ Trust Agreement. The Creditors’ Trustee shall be authorized to collect such tax information from the Beneficiaries (including, employmentwithout limitation, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages security numbers 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, tax identification) as in its sole discretion the Creditors’ Trustee deems necessary to effectuate this Creditors’ Trust Agreement and pursuant the Creditors’ Trust Distribution Orders. In order to receive distributions, all holders of Creditors’ Trust Interests will need to identify themselves to the Creditors’ Trustee and provide tax information and the specifics of their holdings, to the extent the Creditors’ Trustee deems appropriate. This identification requirement may extend to holders who hold their securities in street name. The Creditors’ Trustee may refuse to make a distribution to any holder of a Creditors’ Trust Interest that fails to furnish such procedures as it may specify from time information in a timely fashion, until such information is delivered; provided, however, that, upon the delivery of such information by a holder of a Creditors’ Trust Interest, the Creditors’ Trustee shall make such distribution to timewhich the holder of the Creditors’ Trust Interest is entitled, may permit without interest; and, provided further that, if the Creditors’ Trustee fails to withhold in respect of amounts received or require Participant distributable with respect to satisfy any such tax withholding obligationholder and the Creditors’ Trustee is later held liable for the amount of such withholding, such holder shall reimburse the Creditors’ Trustee for such liability. Notwithstanding the foregoing, in whole or in part (without limitation) by (a) paying cash, (b) electing the event that any Beneficiary fails to have provide the Company withhold otherwise deliverable Shares having a Fair Market Value equal requested information to the minimum amount required Creditors’ Trustee within six (6) months from the date of the Creditors’ Trustee’s written notice requesting such information, the Beneficiary’s right to any such distribution shall be withheldautomatically discharged and forever barred, (c) delivering and the related property shall revert to the Company already vested and owned Shares having a Fair Market Value equal to Creditors’ Trust for distribution in accordance with the amount required to be withheld, or (d) selling a sufficient number terms 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the CompanyDirectives.

Withholding of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding which the Company determines must be withheld or collected with respect to this Award and/or the Shares thereunder (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Unit grant, including the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items. 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 CompanyAdministrator) will have been made by Participant with respect to the payment of income, employment, social insurance, payroll and other taxes which the Company determines must be withheld with respect to such SharesTax-Related Items. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) Employer to satisfy all withholding and payment obligations of the Company and/or the EmployerEmployer for Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations 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 CompanyCompany 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 withholding obligationTax-Related Items, in whole or in part (without limitation) by (a) paying cashcash (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value fair market value equal to the minimum statutory amount required to be withheldwithheld 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, (c) delivering to the Company already vested and already-owned Shares having a Fair Market Value fair market value equal to the minimum statutory amount required to be withheldwithheld 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, or (d) 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 amount required to be withheldwithheld for Tax-Related Items. To the extent determined appropriate by the Company The Company, in its sole discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations Tax-Related Items by reducing the number of Shares otherwise deliverable to ParticipantParticipant and, until determined otherwise by the Company, this will be the method by which such obligations for Tax-Related Items are satisfied. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations Tax-Related Items related to the Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

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

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

Withholding of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares shares of Stock will be issued to ParticipantGrantee, unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant Grantee with respect to the payment of Federal, state, local or foreign income, employment, social insurance, payroll employment and other taxes which the Company Committee determines must be withheld (“Tax Related Items”) with respect to such Sharesthe shares of Stock so issuable. Prior to vesting and/or settlement of the Restricted Stock UnitsThe Committee hereby allows Grantee, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it the Committee may specify from time to time, may permit or require Participant to satisfy such tax withholding obligationTax 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 (or any Subsidiary) withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld, ; or (dc) selling electing to have the Company (or any Subsidiary) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company. If the obligation for Tax Related Items is satisfied by withholding a sufficient number of such Shares otherwise deliverable shares of Stock as described above, Grantee will be deemed to Participant through such means as have been issued the Company may determine in its sole discretion (whether through a broker or otherwise) equal full number of shares of Stock subject to the amount required to be withheld. To the extent determined appropriate by the Company in its discretionvested Restricted Stock Units, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the notwithstanding that a number of Shares otherwise deliverable to Participantthe 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 Participant Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder the Tax Related Items at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 vest, the Company (or 4 or tax withholding obligations related to Restricted any Subsidiary) will withhold otherwise deliverable shares of Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld. Further, if Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any Tax Related Items are required to be withheld and shares of Stock are not otherwise deliverable, the Grantee hereby authorizes the Company at no cost (or any Subsidiary) to withhold any amount of Tax Related Items required to be withheld from any wages or other cash compensation payable to Grantee by the CompanyCompany (or any Subsidiary).

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 Award Agreement, no certificate representing the Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to Participantthe 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 payment will be made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the CompanyCommittee) will have been made by Participant the Grantee with respect to the payment of income, employment, social insurance, payroll any income and other taxes which the Company determines must be withheld or collected with respect to such SharesPSUs. Prior By accepting this Award, the Grantee expressly consents to vesting and/or settlement the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 9. All income and other taxes related to the Performance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Restricted Stock Units, Participant Grantee. In no event will pay or make adequate arrangements satisfactory to the Company and/or reimburse the Participant’s employer (the “Employer”) to satisfy all withholding and payment obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or her wages Grantee for any taxes or other cash compensation paid to Participant by costs that may be imposed on the Company and/or the Employer or from proceeds Grantee as result of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) 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 amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or tax withholding obligations related to Restricted Stock Units otherwise are due, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.Section 409A.