Common use of Withholding; Responsibility for Taxes Clause in Contracts

Withholding; Responsibility for Taxes. This provision supplements Section 11 of the Agreement. The Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUs, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.

Withholding; Responsibility for Taxes. This provision supplements Section 11 of the Agreement. The Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless Regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxesincome tax (including foreign, federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to Executive’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), Executive acknowledges that the ultimate liability for all Applicable Taxes Tax-Related Items legally due by the Participant Executive is and remains the Participant’s his responsibility and may exceed the amount actually withheld by the Company. Executive further acknowledges that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including the grant, vesting or settlement grant of the PSUsRestricted Stock Units, and the vesting of the Restricted Stock Units, the conversion of the Restricted Stock Units into shares of Common Stock or the receipt of a cash payment, the subsequent sale of any Shares shares of Common Stock acquired at settlementvesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the ParticipantExecutive’s liability for Applicable Taxesthe Tax-Related Items. Further, if the Participant is subject Prior to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding eventevent (“Tax Date”), as applicable, Executive will pay or make adequate arrangements satisfactory to the Participant acknowledges Company to satisfy all Tax-Related Items. In this regard, Executive authorizes the Company or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (A) accept a cash payment in U.S. dollars in the amount of the Tax-Related Items, (B) withhold whole shares of Common Stock which would otherwise be delivered to Executive having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash from Executive’s wages or other cash compensation which would otherwise be payable to Executive by the Company or from any equivalent cash payment received upon vesting of the Restricted Stock Units, equal to the amount necessary to satisfy any such obligation, (C) withhold from proceeds of the sale of shares of Common Stock acquired upon issuance of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Executive’s behalf pursuant to this authorization), or (D) a cash payment to the Company by a broker-dealer acceptable to the Company to whom Executive has submitted an irrevocable notice of sale. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Executive is deemed to have been issued the full number of shares of Common Stock due to him or her at vesting, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Executive’s participation in the Plan. Finally, Executive shall pay to the Company any amount of Tax-Related Items that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides or works in one as a result of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined Executive’s participation in the Plan or that cannot be satisfied by the Agreement and have the meanings set forth thereinmeans previously described. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything The Company may refuse to issue shares of Common Stock to the contrary Executive if Executive fails to comply with his obligations in connection with the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in SharesTax-Related Items as described herein.

Withholding; Responsibility for Taxes. This provision supplements Section 11 5(b) of the Agreement. The For tax purposes, Participant is deemed to have been issued the full number of Shares to which Participant is entitled to under the Award notwithstanding that a number of Shares are withheld for purposes of paying Applicable Taxes. To the extent that the number of Shares withheld to pay Applicable Taxes is not sufficient to cover the obligation for Applicable Taxes, Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsAward, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s 's employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE RESTRICTED SHARE UNIT ISSUANCE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Restricted Share Unit Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.AUSTRALIA

Withholding; Responsibility for Taxes. This provision supplements Section 11 All obligations of the AgreementCompany under this Agreement shall be subject to the rights of the Company (or any Subsidiary) to collect all applicable income taxes, employment taxes, social insurance, social security, national insurance contribution, payroll taxes, contributions, levies, payment on account obligations or other amounts (the “Applicable Taxes”) required to be collected, withheld or accounted for with respect to the Option. The Participant Optionee authorizes the Company and/or the Affiliate employing (or retaining the Participant, or any Subsidiary) and their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes (if any) by withholding from any wages or other cash compensation paid to the Participant Optionee by the Company and/or Affiliate(or any Subsidiary). The Participant Optionee acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the ParticipantSubsidiary) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the ParticipantOptionee’s responsibility and that the Company (and its Affiliatesany Subsidiary) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the AwardOption, including the grant, grant or vesting or settlement of the PSUsOption, the issuance of Shares upon exercise of the Option, and the subsequent sale of any Shares acquired at settlementsuch Shares; and (ii) do not commit to structure the terms of the grant or any aspect of the Award Option to reduce or eliminate the ParticipantOptionee’s liability for Applicable Taxes. Further, if the Participant Optionee is subject to taxation in more than one jurisdiction between the Award Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee acknowledges that the Company and/or the Participant’s employer (and any Subsidiary) (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 The Optionee should rely on the Optionee’s own tax advisors for such advice. ADDENDUM B TO THE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Award Option granted to the Participant Optionee under the Plan if the Participant Optionee resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in SharesAustralia Tax Deferred Scheme. Notwithstanding any discretion in Tax deferred treatment applies pursuant to Subdivision 83A-C of the Plan or anything Income Tax Assessment Act 1997 (Cth) (subject to the contrary in the Agreement, the grant requirements of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in SharesAustralian tax legislation).

Withholding; Responsibility for Taxes. This provision supplements Section 11 5(b) of the Agreement. The For tax purposes, Participant is deemed to have been issued the full number of Shares to which Participant is entitled to under the Award notwithstanding that a number of Shares are withheld for purposes of paying Applicable Taxes. To the extent that the number of Shares withheld to pay Applicable Taxes is not sufficient to cover the obligation for Applicable Taxes, Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsAward, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE PERFORMANCE SHARE AWARD AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Performance Share Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in SharesAUSTRALIA Securities Law. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant This offer is made under Division 1A of Part 7.12 of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in SharesCorporations Act, 2001 (Commonwealth).

Withholding; Responsibility for Taxes. This provision supplements Section 11 of the Agreement. The Participant authorizes the Company and/or the Affiliate affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliateaffiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding DB1/ 135920967.2 the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement issuance of Shares upon exercise of the PSUsOption, and the subsequent sale of any Shares acquired at settlementsuch Shares; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 135920967.2 ADDENDUM B TO THE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.

Withholding; Responsibility for Taxes. This provision supplements Section 11 5(b) of the Agreement. The For tax purposes, Participant is deemed to have been issued the full number of Shares to which Participant is entitled to under the Award notwithstanding that a number of Shares are withheld for purposes of paying Applicable Taxes. To the extent that the number of Shares withheld to pay Applicable Taxes is not sufficient to cover the obligation for Applicable Taxes, Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsAward, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE RESTRICTED SHARE UNIT ISSUANCE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Restricted Share Unit Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in SharesAUSTRALIA Securities Law. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant This offer is made under Division 1A of Part 7.12 of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in SharesCorporations Act, 2001 (Commonwealth).

Withholding; Responsibility for Taxes. This provision supplements Section 11 of the Agreement. The Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUs, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 138221727.3 ADDENDUM B TO THE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.

Withholding; Responsibility for Taxes. This provision supplements Section 11 Paragraph 5(b) of the Agreement. The For tax purposes, Participant is deemed to have been issued the full number of Shares to which Participant is entitled to under the Award notwithstanding that a number of Shares are withheld for purposes of paying Applicable Taxes. To the extent that the number of Shares withheld to pay Applicable Taxes is not sufficient to cover the obligation for Applicable Taxes, Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsAward, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE PERFORMANCE SHARE AWARD AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Performance Share Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.AUSTRALIA

Withholding; Responsibility for Taxes. This provision supplements Section 11 of the Agreement. The Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or DB1/ 135920963.2 Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsRSUs, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 135920963.2 ADDENDUM B TO THE AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.

Withholding; Responsibility for Taxes. This provision supplements Section 11 5(b) of the Agreement. The For tax purposes, Participant is deemed to have been issued the full number of Shares to which Participant is entitled to under the Award notwithstanding that a number of Shares are withheld for purposes of paying Applicable Taxes. To the extent that the number of Shares withheld to pay Applicable Taxes is not sufficient to cover the obligation for Applicable Taxes, Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsAward, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE PERFORMANCE SHARE AWARD AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Performance Share Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.AUSTRALIA

Withholding; Responsibility for Taxes. This provision supplements Section 11 5(b) of the Agreement. The For tax purposes, Participant is deemed to have been issued the full number of Shares to which Participant is entitled to under the Award notwithstanding that a number of Shares are withheld for purposes of paying Applicable Taxes. To the extent that the number of Shares withheld to pay Applicable Taxes is not sufficient to cover the obligation for Applicable Taxes, Participant authorizes the Company and/or the Affiliate employing or retaining the Participant, or their respective agents, at their discretion, to satisfy the obligations with respect to all Applicable Taxes by withholding from any wages or other cash compensation paid to the Participant by the Company and/or Affiliate. The Participant acknowledges that regardless of any action the Company (or any Affiliate DB1/ 126530354.5 employing or retaining the Participant) takes with respect to any or all Applicable Taxes, the ultimate liability for all Applicable Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) make no representations or undertakings regarding the treatment of any Applicable Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the PSUsAward, and the subsequent sale of any Shares acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Applicable Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant’s employer (or former employer, as applicable) may be required to withhold or account for Applicable Taxes (if any) in more than one jurisdiction. DB1/ 126530354.5 ADDENDUM B TO THE PERFORMANCE SHARE AWARD AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS These Country-Specific Terms and Conditions include additional terms and conditions that govern the Performance Share Award granted to the Participant under the Plan if the Participant resides or works in one of the countries listed below. Capitalized terms used but not defined in these Country-Specific Terms and Conditions are defined in the Plan or the Agreement and have the meanings set forth therein. Canada Award Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of the Award does not provide Participant any right to receive a cash payment and the Award may be settled only in Shares.