Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention AwardsRestricted Shares Units, including, but not limited to, the grant, vesting or settlement of Special Retention AwardsRestricted Shares Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Restricted Share Units or any aspect of the Special Retention Awards Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsRestricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention AwardsRestricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Special Retention AwardsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to Special Retention Awards. Depending on the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. 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 the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer or any Parent or Subsidiary that employs the to which Participant is providing services (together, the “EmployerService Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Withholding Obligations (as defined below) in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items acknowledges and agrees that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of this Agreement, the Company shall have no obligation to process the settlement of the Award Agreement or to deliver Common Shares unless and until satisfactory arrangements (except if as determined by the Company) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, National Insurance Contributions, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant including, without limitation, in connection with the Participant grant, vesting or settlement of the Award, the subsequent sale of Common Shares acquired under the Plan and/or the receipt of any dividends on such Common Shares which the Company determines must be withheld (“Tax-Related Items”) ). If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time of the Award settlement, Participant acknowledges and agrees that the Company may refuse to deliver the Common Shares if such amounts are not delivered at the time of settlement. Participant authorizes the Company and/or the Affiliate to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Affiliate or from proceeds of the sale of Common Shares. Further, if Participant is subject to tax in more than one jurisdiction between the date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or Affiliate employer, or former employer, as applicable, may be required to withhold or account for tax in more than one jurisdiction. Regardless of any action of the Company or the Affiliate, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerAffiliate. The Participant further acknowledges that the Company and/or and the Employer Affiliate (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsAward; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 supplements Section 13 of the Award Agreement (except if and Section 1 of the Terms and Conditions for Non-U.S. Participants: Without limitation to Section 13 of the Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability liable for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is Items and remains the Participant’s responsibility hereby covenants to pay all such Tax-Related Items as and may exceed the amount actually withheld when requested by the Company or the EmployerEmployer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant further acknowledges also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (aas appropriate) make no representations or undertakings regarding the treatment amount of any Tax-Related Items in connection with any aspect of these Special Retention AwardsNICs due on this additional benefit, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising which may also be recovered from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds any of the sale of Shares acquired pursuant means referred to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number Section 13 of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold Agreement or account for as a result Section 1 of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the TaxTerms and Conditions for Non-Related ItemsU.S. Participants.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by Micro or the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Participant Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”) ), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantAwardee’s responsibility and may exceed the amount actually withheld by the Company Micro or the Employer. The Participant Awardee further acknowledges that the Company Micro and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Unit Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of Shares acquired pursuant to the Special Retention Restricted Stock Unit Award and the receipt of any dividends or dividend equivalentsother distributions, if any; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Unit Award to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Awardee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant as applicable, Awardee acknowledges that the Company Micro 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, the Participant Awardee will pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Awardee authorizes the Company Micro and/or the Employer, or their respective agents, at their discretionsole discretion and pursuant to such procedures as they may specify from time to time, to satisfy their withholding the obligations with regard to all applicable Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii1) withholding from the ParticipantAwardee’s wages or other cash compensation paid to the Participant Awardee by the Company Micro and/or the Employer, ; (iii2) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsRestricted Stock Unit Award, either through a voluntary sale or through a mandatory sale arranged by the Company Micro (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); and/or or (iv3) withholding from in Shares acquired pursuant to the Shares subject to Special Retention AwardsRestricted Stock Unit Award. Depending on the withholding methodTo avoid negative accounting treatment, the Company Micro may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described herein, for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Stock Unit Award, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant shall Awardee will pay to the Company and/or Micro or the Employer any amount of Tax-Related Items that the Company and/or Micro or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan or Awardee’s acquisition of Shares that cannot be satisfied by the means previously described. The Company Micro may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant Awardee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention AwardsRestricted Shares Units, including, but not limited to, the grant, vesting or settlement of Special Retention AwardsRestricted Shares Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Restricted Share Units or any aspect of the Special Retention Awards Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsRestricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention AwardsRestricted Share Units. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, and/or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited toincluding the grant of the Stock Units, the grantvesting of the Stock Units, vesting or settlement the delivery of Special Retention AwardsShares, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or and/or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is or becomes subject to tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretionits discretion and pursuant to such procedures as it may specify from time to time, to satisfy their withholding and all other obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to legally payable by the Participant by the Company and/or the Employer, (iii) withholding from the proceeds one or a combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) all income taxfederal (including Participant’s Federal Insurance Contributions Act (FICA) obligations), social insurancestate, payroll tax, fringe benefits tax, payment on account local and non-U.S. taxes that are required to be withheld by any Service Recipient or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with make satisfactory arrangements for the Tax-Related Itemspayment of any required Tax Obligations hereunder at the time of the applicable taxable event (as determined by the Company), Participant acknowledges and agrees that the Shares that otherwise would be delivered to Participant will be permanently forfeited at no cost to the Company.

Responsibility for Taxes. This provision replaces paragraph 6 The following provisions replace Section 8 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). Agreement: The Participant acknowledges that, regardless of any action taken by the Company Company, or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable to the Participant as a result of participation in the Plan (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually (if any) withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or to enable the Company and the Employer to satisfy all fulfill any withholding obligation for Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the Company may withhold or account for applicable Tax-Related Items by considering applicable minimum statutory withholding rates one or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number combination of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following methods:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Shares of Restricted Stock, including, without limitation, all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these Special Retention Awardsthe Shares of Restricted Stock, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsvesting, the release from escrow, subsequent sale of Shares acquired pursuant to the Special Retention this Award and Agreement or the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award of Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items acknowledges and agrees that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds Shares. Participant understands that Section 83 of the sale Code taxes as ordinary income the difference between the purchase price, if any, for the Shares and the Fair Market Value of the Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemsas of each vesting date.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become is subject to tax in more than one jurisdiction, the 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, the Participant will must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, at in their discretionsole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Employee acknowledges and agrees that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Employee’s employer (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 the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually (if any) withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe RSUs, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe RSUs, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentson Shares, and the subsequent sale of the Shares; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSUs to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Employee has become subject to tax in more than one jurisdiction, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant Employee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Company shall withhold in Shares otherwise deliverable to the Employee having a Fair Market Value equal to an amount that satisfies the Tax-Related Items required to be withheld. In the event that such withholding in Shares is problematic under applicable tax, securities or other laws, or has materially adverse accounting consequences, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations obligations, if any, with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Employee acknowledges and agrees that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Employee’s employer (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 the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually (if any) withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe PRSUs, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe PRSUs, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentson Shares, and the subsequent sale of the Shares; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards PRSUs to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Employee has become subject to tax in more than one jurisdiction, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior Notwithstanding paragraph 5, prior to any relevant taxable or tax withholding event, as applicable, the Participant Employee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Company shall withhold in Shares otherwise deliverable to the Employee having a Fair Market Value equal to an amount that satisfies the Tax-Related Items required to be withheld. In the event that such withholding in Shares is problematic under applicable tax, securities, or other laws or has materially adverse accounting consequences, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations obligations, if any, with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable or deemed legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsRSUs; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued pursuant to the RSUs, and other than Tax-Related Items due on Dividend Equivalents), the Company will withhold Shares otherwise issuable upon settlement of the RSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations (if any) with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting vesting, or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items acknowledges and agrees that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, Grantee’s employer or any parent or Subsidiary of the Subsidiary that employs the Participant Company to which Grantee is providing services (together, the “EmployerService Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock Units, including, without limitation, (i) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including Grantee’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to Grantee, (ii) Grantee’s and, to the Participant extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Grantee has, or has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the ParticipantGrantee’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant Grantee further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become Grantee is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the Participant as applicable, Grantee acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Withholding Obligations (as defined below) in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Awardee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant entity to which Awardee is providing Service (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 the ParticipantAwardee’s participation in the Plan and legally applicable to the Participant Awardee (“Tax-Related Items”) ), is and remains the ParticipantAwardee’s responsibility and may exceed the any amount actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Stock Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Stock Award, the subsequent sale of Shares acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalentsother distributions; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Stock Award to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if Awardee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant as applicable, Awardee 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, the Participant will pay or make adequate arrangements satisfactory to Awardee authorizes the Company and/or the Employer to satisfy all Tax-Related Items. In this regardto, in the Participant authorizes sole discretion of the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment legally payable by Awardee from the Participant; (ii) withholding from the ParticipantAwardee’s wages or other cash compensation paid to the Participant Awardee by the Company and/or the Employer, (iii) withholding within legal limits, or from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsShares. Alternatively, either through a voluntary sale or through a mandatory sale arranged by in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of Shares that Awardee acquires to meet the withholding obligation for Tax-Related Items (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); , and/or (iv2) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding from amount. Notwithstanding the foregoing, if Awardee is an officer of the Company within the meaning of the Exchange Act, then the Company will withhold in Shares subject to Special Retention Awardsunless the use of such withholding method is not practicable under applicable tax or securities laws or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (1) and (2) above. 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 the Participant may Awardee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Common Stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsStock Award, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Awardee agrees to pay to the Company and/or or the Employer Employer, any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant Awardee fails to comply with his or her Awardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934By accepting this RSU Award, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary any Affiliate that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, employment tax, stamp tax or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant, including any employer liability for which the Participant is liable (the “Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe RSU Award, including, but not limited to, the grant, vesting vesting, or settlement of Special Retention Awardsthe RSU Award, the subsequent sale of Shares acquired pursuant to the Special Retention Award such settlement, and the receipt of any dividends or dividend equivalents; dividends, and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSU Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the as applicable, 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 Participant agrees to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously describeddescribed in this Section. The Company may refuse to issue or deliver the Shares Shares, or the proceeds of the sale of Shares Shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, grant or vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares any shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, may satisfy, or allow the Participant to satisfy their satisfy, the withholding obligations obligation with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds any of the sale of Shares acquired pursuant to the Special Retention Awardsfollowing, either through or a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.combination thereof:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary that employs employing the Participant Employee (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll fringe benefit tax, fringe benefits payroll tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount actually to be withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award such issuance and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become Employee is subject to tax in more than one jurisdiction, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to If any relevant taxable or tax withholding eventis required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as applicablethe Tax-Related Items are due, the Participant Company will withhold a portion of the Shares that has an aggregate market value sufficient to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardaddition and to the maximum extent permitted by law, the Participant authorizes the Company and/or (or the Employer) has the right to retain without notice from any fees, salary or their respective agentsother amounts payable to the Employee, at their discretion, cash having a sufficient value to satisfy their withholding obligations with regard to all any Tax-Related Items by: 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 Unit Award. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company for payment of such Tax-Related Items before they arise. Further, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require the Employee to satisfy the Tax‑Related Items, in whole or in part, by selling a sufficient number of Shares otherwise deliverable to the Employee through such means as the Company may determine in its sole discretion, including through a broker‑assisted arrangement or otherwise, equal to the amount to be withheld (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages and any associated broker or other cash compensation paid to the Participant fees, as applicable). To avoid negative tax consequences, if Tax-Related Items are satisfied by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of in Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding methodotherwise issuable, 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 the Participant may Employee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or. In addition, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant Employee is deemed, for tax purposes, deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Restricted Stock Units. FinallyNotwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Participant shall pay Company) have been made by the Employee with respect to the Company and/or the Employer payment of any amount of Tax-Related Items that the Company and/or determines must be withheld or collected with respect to the Employer may be required Restricted Stock Units. If the Employee fails to withhold make satisfactory arrangements for the payment of any Tax‑Related Items at the time any applicable Restricted Stock Units otherwise vest pursuant to this Agreement or account for as a result the terms of the Participant’s participation in Plan, or at the Plan that cannot be satisfied by time any Tax‑Related Items with respect to the means previously described. The Company may refuse Restricted Stock Units otherwise are due, the Employee permanently will forfeit such Restricted Stock Units and any right to issue or deliver receive the Shares or thereunder and the proceeds of Restricted Stock Units will be returned to the sale of Shares if Company at no cost to the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsCompany.

Responsibility for Taxes. This provision replaces paragraph 6 As a condition to the grant, vesting and exercise of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges thatoption, regardless of any action taken by the Company or, if differentor any Subsidiary or Affiliate takes with respect to the Tax-Related Items, the Subsidiary Employee hereby acknowledges and agrees that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the ParticipantEmployee’s responsibility and may exceed the any amount actually withheld by the Company or the Employerany Subsidiary or Affiliate. The Participant Employee further acknowledges that the Company and/or the Employer and its Subsidiaries and Affiliates (a1) make no representations or undertakings regarding the treatment of any the Tax-Related Items in connection with any aspect of these Special Retention Awardsthe option grant, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awards, the subsequent option and the immediate sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentssuch exercise; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards this option to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall Employee also agrees that he or she will not make any claim against the Company, the Employer or any other Subsidiaryof its Directors, Employees or their respective board, officers Subsidiaries or employees Affiliates related to Tax-Related Items arising from this Awardoption. FurthermoreThe Employee further acknowledges and agrees that the Employee is solely responsible for filing all relevant documentation that may be required in relation to this option or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary or Affiliate pursuant to applicable law), such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or exercise of the option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. The Employee also understands that applicable laws may require varying Share or option valuation methods for purposes of calculating Tax-Related Items, and the Company and its Subsidiaries and Affiliates assume no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, if the Participant Employee has become subject to tax Tax-Related Items in more than one jurisdiction, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) any Subsidiary or Affiliate 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Subsidiary that employs the Participant including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Participant Company or the Employer (“Tax-Tax- Related Items”) is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe RSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting the conversion of the RSUs into shares of Common Stock or settlement the receipt of Special Retention Awardsan equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired pursuant to the Special Retention Award at settlement and the receipt of any dividends or dividend equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 In connection with the relevant taxable or tax withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant authorizes RSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by Micro or the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantAwardee’s participation in the Plan and legally applicable to Awardee or deemed by Micro or the Participant Employer to be an appropriate charge to Awardee even if technically due by Micro or the Employer (“Tax-Related Items”) ), Awardee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantAwardee’s responsibility and may exceed the amount actually withheld by the Company Micro or the Employer. The Participant Awardee further acknowledges that the Company Micro and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Unit Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Unit Award, the issuance of Shares upon settlement of the Restricted Stock Unit Award, the subsequent sale of Shares acquired pursuant to the Special Retention Restricted Stock Unit Award and the receipt of any dividends or dividend equivalentsother distributions, if any; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Unit Award to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Awardee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant as applicable, Awardee acknowledges that the Company Micro 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, the Participant Awardee will pay or make adequate arrangements satisfactory to the Company Micro and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Awardee authorizes the Company Micro and/or the Employer, or their respective agents, at their discretionsole discretion and pursuant to such procedures as they may specify from time to time, to satisfy their withholding the obligations with regard to all applicable Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii1) withholding from the ParticipantAwardee’s wages or other cash compensation paid to the Participant Awardee by the Company Micro and/or the Employer, ; (iii2) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsRestricted Stock Unit Award, either through a voluntary sale or through a mandatory sale arranged by the Company Micro (on the ParticipantAwardee’s behalf pursuant to this authorization without further consentauthorization); and/or or (iv3) withholding from in Shares acquired pursuant to the Shares subject to Special Retention AwardsRestricted Stock Unit Award. Depending on the withholding methodTo avoid negative accounting treatment, the Company Micro may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedShares as described herein, for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Stock Unit Award, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, the Participant shall Awardee will pay to the Company and/or Micro or the Employer any amount of Tax-Related Items that the Company and/or Micro or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan or Awardee’s acquisition of Shares that cannot be satisfied by the means previously described. The Company Awardee acknowledges and agrees that should the amount of withholding for Tax-Related Items be in excess of the actual tax due, Micro and/or the Employer will refund the excess amount to him or her as soon as administratively practicable and without any interest. Micro may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant Awardee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of this Award Agreement, no Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Award Agreement (except if the Administrator) will have been made by Participant is subject with respect to the shortpayment of Tax-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended)Related Items. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary that employs the employing or retaining 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the Participant’s sole responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award and exercise of the receipt of any dividends or dividend equivalents; Option, and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 The Administrator, in its sole discretion and pursuant to any relevant taxable such procedures as it may specify from time to time, may permit or tax withholding event, as applicable, the require Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Tax-Related Items. In this regard, the Participant authorizes in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company and/or withhold otherwise deliverable Shares, (c) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the EmployerCompany may determine in its sole discretion (whether through a broker or otherwise) and without further consent from Participant, (d) electing to have the Company or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment the Employer withhold from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid payable to the Participant Participant, or (e) any other method of withholding determined by the Company and/or and permitted by Applicable Laws and the Employer, (iii) withholding from Plan. To the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged extent determined appropriate by the Company in its discretion, it will have the right (on but not the Participant’s behalf pursuant obligation) to satisfy any withholding obligations or rights with regard to Tax-Related Items by means of method (b) above and, until determined otherwise by the Company, this authorization without further consent)will be the method by which such withholding obligations or rights with regard to Tax-Related Items are satisfied; and/or (iv) withholding from provided, however, that if Participant is a Section 16 officer of the Shares subject to Special Retention Awards. Depending on Company under the withholding methodExchange Act, the Company will, in all cases, satisfy any Tax-Related Items by means of method (b) above, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of the other methods above. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) orequivalent in Shares), or if not refunded, the Participant may be able to seek a refund from the local tax authorities. In the even of under-withholding, Participant may be required to pay additional Tax Related Items directly to the applicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Special Retention Awardsexercise of the Option, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the for Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company orCorporation or Optionee’s Employer takes with respect to any or all Tax-Related Items, if different, the Subsidiary Optionee acknowledges that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company Corporation or the Employer. The Participant Optionee further acknowledges that the Company Corporation and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe option, the subsequent sale of shares of Option Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Optionee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Participant Optionee acknowledges that the Company Corporation 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 the relevant taxable or tax withholding event, as applicable, the Participant Optionee will pay or make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company Corporation and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the ParticipantOptionee’s wages or other cash compensation paid to the Participant Optionee by the Company Corporation and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares of Common Stock acquired pursuant to at exercise of the Special Retention Awards, Option either through a voluntary sale or through a mandatory sale arranged by the Company Corporation (on the ParticipantOptionee’s behalf pursuant to this authorization without further consentauthorization); and/or or (iviii) withholding from in shares of Common Stock to be issued at exercise of the Shares subject to Special Retention AwardsOption. Depending on the withholding methodTo avoid any negative accounting treatment, the Company Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Common Stock, for tax purposes, Optionee is deemed to have been issued the full number of Shares shares of Common Stock subject to the vested Special Retention Awardsexercised Options, notwithstanding that a number of the Shares is shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Optionee’s participation in the Plan. Finally, the Participant Optionee shall pay to the Company and/or Corporation or the Employer any amount of Tax-Related Items that the Company and/or Corporation or the Employer may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Common Stock if the Participant Optionee fails to comply with his or her Optionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Grantor and/or Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant withholding (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company Grantor and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited toincluding the grant of the Restricted Stock Units, the grantvesting of the Restricted Stock Units, vesting or settlement the delivery of Special Retention Awardsshares of Common Stock, the subsequent sale of Shares any shares of Common Stock acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends Dividend Equivalents or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related ItemsItems withholding obligations of the Grantor and/or the Employer. In this regard, the Participant authorizes the Company Grantor and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from any wages or other cash compensation paid to Participant by the Grantor and/or the Employer. Alternatively, or in addition, Participant authorizes the Grantor and/or the Employer, or their respective agents, at their discretionits discretion and pursuant to such procedures as it may specify from time to time, to satisfy their withholding the obligations with regard to all Tax-Related Items bylegally payable by Participant by one or a combination of the following: (i) requiring a cash payment from withholding otherwise deliverable shares of Common Stock, provided that the ParticipantGrantor only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount; and (ii) withholding from arranging for the sale of shares of Common Stock otherwise deliverable to Participant (on Participant’s wages or other cash compensation paid behalf and at Participant’s direction pursuant to the Participant by the Company and/or the Employer, (iiithis authorization) and withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesshares. If the obligation for Tax-Related Items is satisfied by withholding in Sharesa number of shares of Common Stock as described herein, the Participant is deemed, for tax purposes, deemed to have been issued the full number of Shares shares of Common Stock subject to the vested Special Retention AwardsAward, notwithstanding that a number of the Shares is shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Award. Finally, the Participant shall pay to the Company Grantor and/or the Employer any amount of Tax-Related Items that the Company Grantor and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company Grantor may refuse to issue or deliver the Shares or the proceeds to Participant any shares of the sale of Shares Common Stock pursuant to Participant’s Award if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsRSUs; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax TaxRelated Items in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued pursuant to the RSUs, and other than Tax-Related Items due on Dividend Equivalents), the Company will withhold Shares otherwise issuable upon settlement of the RSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations (if any) with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Performance RSUs, including, but not limited toto the grant of the Performance RSUs, the grant, vesting or settlement of Special Retention Awardsthe Performance RSUs, the issuance of Shares in settlement of the Performance RSUs, the subsequent sale of Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Performance RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become is subject to tax in more than one jurisdiction, the 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, the Participant will must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, at in their discretionsole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring Items, if any, by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant and/or Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting vesting, settlement, release or cancellation of the PSUs, the issuance of Shares upon settlement of Special Retention Awardsthe PSUs, the subsequent sale of Shares acquired pursuant to the Special Retention Award such issuance and the receipt of any dividends or dividend equivalents; dividends, and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the as applicable, 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. For purposes of this section, any reference to Employer shall include any former employer, if applicable. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all the Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, Employer (or their respective agents), at their discretiondiscretion and pursuant to such procedures as they may specify from time to time, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates one or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number combination of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 Section 4 of the Award Agreement (except if the Participant is subject Exhibit A to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended)Agreement. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee or deemed by the Company or the Employer to be an appropriate charge to the Optionee even if technically due by the Company or the Employer (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the issuance of shares of Class B Common Stock upon exercise of the Option, the subsequent sale of Shares shares of Class B Common Stock acquired pursuant to the Special Retention Award such issuance and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Optionee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, the Participant Optionee 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 tax-withholding event, as applicable, the Participant Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 paragraphs 12 through 15 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of a Section 16(b) of the Securities Exchange Act of 1934, as amended16 Insider). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Stock Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Stock Option, the subsequent sale of Shares acquired pursuant to upon exercise of the Special Retention Award Stock Option and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Stock Option or any aspect of the Special Retention Awards Stock Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Awardthe Stock Option. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsStock Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awardsbe issued upon exercise of the Stock Option. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to upon exercise of the vested Special Retention AwardsStock Option, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, and/or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited toincluding the grant of the Stock Units, the grantvesting of the Stock Units, vesting or settlement the delivery of Special Retention AwardsShares, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or dividend equivalentsand/or Dividend Equivalent Rights; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is or becomes subject to tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretiondiscretion and pursuant to such procedures as they may specify from time to time, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company orand/or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant, or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (collectively, “Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe grant of Purchase Rights, including, including but not limited to, the grant, vesting or settlement purchase of Special Retention Awardsshares of Stock, the subsequent sale of Shares shares of Stock acquired pursuant to under the Special Retention Award and Plan or the receipt of any dividends or dividend equivalents; dividends, and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant of the Purchase Rights or any aspect of the Special Retention Awards Participant’s Plan participation to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 the taxable or tax withholding event, as applicable, the Participant will agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their any withholding obligations with regard to for all applicable Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s any wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company and/or the Employer, or their respective agents, to (iiii) withholding withhold from the proceeds of the sale of Shares shares of Stock acquired pursuant to by the Special Retention AwardsParticipant upon purchase, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization authorization, without further consent); and/or , or (ivii) withhold shares of Stock to be issued upon purchase, provided, however, that withholding from the Shares in shares shall be subject to Special Retention Awards. Depending on approval by the withholding method, Compensation Committee to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax withholding event. The Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesrates in the Participant’s jurisdiction, in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Stock equivalent) or; provided, if not refundedhowever, that where the application of such maximum rates would, in the Company’s determination, result in adverse accounting consequences to the Company, the Participant may seek a refund from Company shall withhold only amounts sufficient to meet the local tax authoritiesminimum statutory Tax-Related Items required to be withheld or remitted with respect to the Participant’s participation in the Plan. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Stock, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the vested Special Retention Awardspurchase, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock, if the Participant fails to comply with his or her the Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for Service Recipients take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the EmployerService Recipients. The Participant Optionee further acknowledges that the Company and/or the Employer Service Recipients (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Options, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Options, the delivery of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to under the Special Retention Award Plan and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Options or any aspect of the Special Retention Awards Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Optionee has become subject to tax in more than one jurisdictionjurisdiction between the 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 Employer Service Recipients (or former employerthe Subsidiary or Affiliate formerly employing or retaining the Optionee, 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, the Participant Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer Service Recipients to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the EmployerService Recipients, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsPSUs; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued pursuant to the RSUs, and other than Tax-Related Items due on Dividend Equivalents), the Company will withhold Shares otherwise issuable upon settlement of the PSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations (if any) with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, and/or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited toincluding the grant of the Stock Units, the grantvesting of the Stock Units, vesting or settlement the delivery of Special Retention AwardsShares, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or dividend equivalentsand/or Dividend Equivalent Rights; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is or becomes subject to tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretiondiscretion and pursuant to such procedures as they may specify from time to time, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Optionee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Options, including, including but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Options, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become Optionee is subject to tax in more than one jurisdiction, the Participant he or she 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 exercise of the Options or any other relevant taxable or tax withholding event, as applicable, the Participant will Optionee must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at in their sole discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Recipient acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), 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 the ParticipantRecipient’s participation in the Plan and legally applicable to the Participant Recipient or deemed by the Company or the Employer to be an appropriate charge to the Recipient even if technically due by the Company or the Employer (“Tax-Related Items”) ), is and remains the ParticipantRecipient’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Recipient further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe RSUs, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe RSUs, the subsequent sale of Shares acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalents; any Dividend Equivalent Payment, and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSUs to reduce or eliminate the ParticipantRecipient’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against Further, if the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related Recipient is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Recipient 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, the Participant will pay or Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Recipient authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant your employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-tax related items related to the Participant’s your participation in the Plan and legally applicable to the Participant you (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsyour option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsyour option, the subsequent sale of Shares shares of Common Stock acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards your option to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall You acknowledge and agree that you will not make any claim against the Company, the Employer or any other Subsidiaryof its Officers, Directors, Employees or their respective board, officers or employees related to Affiliates for Tax-Related Items arising from your option or your other compensation. In particular, you acknowledge that this Awardoption is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. FurthermoreFurther, if the Participant has become you are subject to tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges you acknowledge 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention AwardsRestricted Shares Units, including, but not limited to, the grant, vesting or settlement of Special Retention AwardsRestricted Shares Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Restricted Share Units or any aspect of the Special Retention Awards Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Special Retention AwardsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to Special Retention Awards. Depending on the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. 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 the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (except if as determined by the Administrator) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or Participant’s employer (the “Employer”) in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by which the Company determines must be withheld with respect to the Option or the Employersuch Shares. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to upon exercise of the Special Retention Award Option and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Parent or Subsidiary that employs employing the Participant Employee (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll fringe benefit tax, fringe benefits payroll tax, payment on account or other tax-related items related to the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) ), the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and may exceed the amount actually to be withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award such issuance and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become Employee is subject to tax in more than one jurisdiction, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to If any relevant taxable or tax withholding eventis required when Shares are issued as payment for vested Restricted Stock Units or, in the discretion of the Company, at such earlier time as applicablethe Tax-Related Items are due, the Participant Company will withhold a portion of the Shares that has an aggregate market value sufficient to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardaddition and to the maximum extent permitted by law, the Participant authorizes the Company and/or (or the Employer) has the right to retain without notice from any fees, salary or their respective agentsother amounts payable to the Employee, at their discretion, cash having a sufficient value to satisfy their withholding obligations with regard to all any Tax-Related Items by: (i) requiring a cash payment from that the Participant; (ii) Company determines cannot be satisfied through the withholding from the Participant’s wages of otherwise deliverable Shares or other cash compensation paid that are due prior to the Participant by issuance of Shares under the Restricted Stock Unit Award. Notwithstanding the foregoing, the Company, in its sole discretion, may require the Employee to make alternate arrangements satisfactory to the Company and/or the Employerfor payment of such Tax-Related Items before they arise. To avoid negative tax consequences, (iii) if Tax-Related Items are satisfied by withholding from the proceeds of the sale of in Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding methodotherwise issuable, 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 the Participant may Employee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or. In addition, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant Employee is deemed, for tax purposes, deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Restricted Stock Units. FinallyNotwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Participant shall pay Company) have been made by the Employee with respect to the Company and/or the Employer payment of any amount of Tax-Related Items that the Company and/or determines must be withheld or collected with respect to the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsRestricted Stock Units.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsPSUs; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued pursuant to the PSUs, and other than Tax-Related Items due on Dividend Equivalents), the Company will withhold Shares otherwise issuable upon settlement of the PSUs. Alternatively, or in addition, in connection with any relevant applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations (if any) with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”), the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Option, including, without limitation, (i) all income taxfederal, social insurancestate, payroll tax, fringe benefits tax, payment on account and local taxes (including Participant’s Federal Insurance Contributions Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant, (ii) Participant’s and, to the extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of the Option or sale of Shares, and (iii) any other Service Recipient taxes the responsibility for which Participant has, or has agreed to bear, with respect to the Option (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related ItemsTax Obligations”) ), is and remains the Participant’s sole responsibility and may exceed the amount actually withheld by the Company or the Employerapplicable Service Recipient(s). The Participant further acknowledges that the Company and/or the Employer no Service Recipient (aA) make no makes any representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalents; other distributions, and (bB) do not commit makes any commitment to and are is under no any obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items Tax Obligations or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is subject to tax Tax Obligations in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges that the Company and/or the Employer applicable Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Tax Obligations in more than one jurisdiction. Prior If Participant fails to make satisfactory arrangements for the payment of any relevant required Tax Obligations hereunder at the time of the applicable taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items acknowledges and agrees that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsShares.

Responsibility for Taxes. This provision The following section replaces paragraph 6 Section 3 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). in its entirety: The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Employee’s employer (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 the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Shares, including, but not limited to, the grant, grant or vesting or settlement of Special Retention Awardsthe Restricted Shares, the subsequent sale of Shares shares of common stock acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against Further, if the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related Employee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following methods: (i) requiring a cash payment from by the ParticipantEmployee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the ParticipantEmployee’s wages or other cash compensation paid to the Participant Employee by the Company and/or the Employer, ; (iii) withholding from the proceeds of the sale of shares of common stock at vesting of the Restricted Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantEmployee’s behalf pursuant to this authorization authorization) without further consent); and/or or (ivii) withholding from shares of common stock at vesting of the Shares subject to Special Retention AwardsRestricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Employee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share common stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of Shares shares of common stock subject to the vested Special Retention AwardsRestricted Shares, notwithstanding that a number of the Shares is shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Employee agrees to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of common stock, if the Participant Employee fails to comply with his or her the Employee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant or Participant’s Employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant tax withholding event, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon settlement of the Special Retention Awards, Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); and/or (iii) withholding in Shares to be issued upon settlement of the Units; or (iv) withholding from requiring Participant to pay, by cash or certified check, the Shares amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Special Retention AwardsSection 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be issued upon settlement of the Units; or (ii) paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. Depending on the withholding methodIn any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsUnits, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The the Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the 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, the Participant will must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, at in their discretionsole discretion and without any notice to or additional authorization 3 of 11 by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Special Retention AwardsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to Special Retention Awards. Depending on the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Restricted Stock Units), or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax-Related Items. 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 the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by YUM! or the Company or, Participant’s employer (if different, the Subsidiary that employs the Participant ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company YUM! or the Employer. The Participant further acknowledges that the Company YUM! and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe YUM! Stock Appreciation Right, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe YUM! Stock Appreciation Right, the subsequent sale of Shares shares acquired pursuant to under the Special Retention Award Plan and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards YUM! Stock Appreciation Right to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become becomes subject to tax and/or social security contributions in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company YUM! and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company YUM! and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company YUM! and/or the Employer, or their respective agents, at their sole discretion, to satisfy their withholding the obligations with regard respect to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant him or her by the Company YUM! and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares acquired pursuant to upon exercise of the Special Retention AwardsYUM! Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company YUM! (on the Participant’s behalf pursuant to this authorization without further consentauthorization); and/or or (iviii) withholding from in shares to be issued upon exercise of the Shares subject to Special Retention AwardsYUM! Stock Appreciation Right. Depending on the withholding methodTo avoid negative accounting treatment, the Company may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares shares subject to the vested Special Retention Awardsexercised YUM! Stock Appreciation Right, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or YUM! or the Employer any amount of Tax-Related Items that the Company and/or YUM! or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of shares upon exercise of the YUM! Stock Appreciation Right that cannot be satisfied by the means previously described. The Company YUM! may refuse to honor the exercise and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares the shares to the Participant if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, and/or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited toincluding the grant of the Stock Units, the grantvesting of the Stock Units, vesting or settlement the delivery of Special Retention AwardsShares, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or dividend equivalentsand/or Dividend Equivalent Rights; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become is or becomes subject to tax in more than one jurisdiction, the 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 the relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretionits discretion and pursuant to such procedures as it may specify from time to time, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Special Retention AwardsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to Special Retention Awards. Depending on the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which shares of Stock are issued upon settlement of the Restricted Stock Units), or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax-Related Items. 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 the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, and/or the Parent or Subsidiary that employs the Participant employing Grantee (the “Employer”), the ultimate liability for any and all income taxtax (including U.S. or non-U.S. federal, state, and/or local taxes), social insurance, payroll fringe benefit tax, fringe benefits payroll tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to Grantee or deemed by the Participant Company or the Employer in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Employer (“Tax-Related Items”) is and remains the ParticipantGrantee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Performance Shares, including, but not limited toincluding the grant of the Performance Shares, the grantvesting of Performance Shares, vesting or the settlement of Special Retention Awardsthe Performance Shares, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at settlement and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Performance Shares to reduce or eliminate the ParticipantGrantee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if Grantee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant 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. Prior Notwithstanding any contrary provision of this Agreement, no payment pursuant to the Performance Shares will be made to Grantee, unless and until satisfactory arrangements (as determined by 1 For the purposes of this Agreement, the phrase “Grantee’s country” refers to any country whose laws and regulations apply to Grantee during the relevant taxable or tax withholding eventtime period, as applicabledetermined by the Company in its sole discretion. Grantee should speak with his or her personal legal and tax advisor for more information as to which countries this phrase may include, based on Grantee’s personal circumstances. the Participant will pay or make adequate arrangements satisfactory Administrator) have been made by Grantee with respect to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to payment of all Tax-Related Items by: which the Company determines must be withheld with respect to the Performance Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Grantee to satisfy withholding obligations for Tax-Related Items, in whole or in part, by one or more of the following (iwithout limitation): (a) requiring a cash payment from the Participant; paying cash, (iib) withholding from the ParticipantGrantee’s wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, (iiic) withholding from the proceeds selling a sufficient number of the sale of such Shares acquired pursuant otherwise deliverable to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company Grantee (on the ParticipantGrantee’s behalf pursuant to this authorization without further consent) through such means as the Company may determine in its sole discretion (whether through a broker or otherwise); and/or , or (ivd) withholding from otherwise deliverable Shares, provided, however, that if Grantee is a Section 16 officer of the Shares subject to Special Retention AwardsCompany under the Exchange Act, then the obligation for Tax-Related Items will be satisfied only by one or a combination of methods (a) through (c) above. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding ratesrates in Grantee’s country, including maximum applicable rates, in which case the Participant Grantee may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant Grantee is deemed, for tax purposes, deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsPerformance Shares, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Performance Shares. Finally, the Participant shall pay Notwithstanding anything in this section to the Company and/or contrary, to avoid a prohibited distribution under Section 409A of the Employer Code, if Shares underlying the Performance Shares will be withheld (or sold on Grantee’s behalf) to satisfy any amount of Tax-Related Items that arising prior to the Company and/or the Employer may be required to withhold or account for as a result date of settlement of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Performance Shares or the proceeds for any portion of the sale Performance Shares that is considered “nonqualified deferred compensation” subject to Section 409A of the Code, the number of Shares if withheld (or sold on Grantee’s behalf) shall not exceed the Participant fails to comply with his or her obligations in connection with number of Shares that equals the liability for the Tax-Related Items. If Grantee fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder, Grantee will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Grantor and/or Participant’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company Grantor or the Employer. The Participant further acknowledges that the Company Grantor and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited toincluding the grant of the Restricted Units, the grantvesting of the Restricted Units, vesting or settlement the delivery of Special Retention Awardsshares of Common Stock, the subsequent sale of Shares any shares of Common Stock acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends Dividend Equivalents or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax resultItems. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges that the Company Grantor 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 anything to the contrary in this Section 4(a), the right of the Grantor or the Employer to withhold any Tax-Related Items for any portion of the Award that is considered deferred compensation subject to Code Section 409A shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Code Section 409A. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company Grantor and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company Grantor and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) • withholding from the Participant’s wages or other cash compensation paid otherwise payable to the Participant by the Company Grantor and/or the Employer, (iii) ; and/or • withholding from the proceeds of the sale of Shares shares of Common Stock acquired pursuant to upon vesting of the Special Retention AwardsRestricted Units, either through a voluntary sale or through a mandatory sale arranged by the Company Grantor (on the Participant’s behalf pursuant to this authorization without further consent)authorization; and/or (iv) • withholding from in shares of Common Stock to be issued upon vesting of the Shares subject to Special Retention AwardsRestricted Units. Depending on the withholding methodTo avoid negative accounting treatment, the Company Grantor may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of Common Stock, for tax purposes, Participant will be deemed to have been issued the full number of Shares shares of Common Stock subject to the vested Special Retention AwardsRestricted Units, notwithstanding that a number of the Shares is shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or Grantor or the Employer any amount of Tax-Related Items that the Company and/or Grantor or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company Grantor may refuse to issue or deliver to Participant any shares of Common Stock pursuant to the Shares or the proceeds of the sale of Shares Award if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Optionee’s employer (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 the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”) ), is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Exercised Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against Further, if the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related Optionee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee 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, the Participant will pay or Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby means of one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the ParticipantOptionee’s wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Exercised Shares acquired pursuant to at exercise of the Special Retention Awards, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantOptionee’s behalf pursuant to this authorization authorization) without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the 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 the Participant may Optionee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share Common Stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Optionee agrees to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company BioLargo or, if different, the a Parent, Subsidiary that employs the or Affiliate employing or retaining 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company BioLargo or the Employer. The Participant further acknowledges that the Company BioLargo and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthis Option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awardsthis Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards this Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company BioLargo 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsPARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant or Employee’s employer (the “Employer”), the ultimate liability for ) with respect to any and all income tax, social insurance, payroll tax, fringe benefits tax, payment on account account, employment or other tax-related items related to withholding (the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by Employee is and remains the Participant’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, including the grant, vesting vesting, exercise, assignment, release or settlement cancellation of Special Retention Awardsthe Option, the subsequent sale of Shares Common Stock acquired pursuant to the Special Retention Award and such exercise, or the receipt of any dividends or dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any other aspect of the Special Retention Awards Option to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 jurisdictionItems. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will Employee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Itemswithholding obligations of the Company and/or the Employer. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all applicable Tax-Related Items bylegally payable by one or a combination of the following methods: (i) requiring a cash payment from the Participant; (ii1) withholding from the ParticipantEmployee’s wages or other cash compensation paid to the Participant Employee by the Company and/or the Employer, ; (iii2) withholding from the proceeds of the sale of Option Shares acquired pursuant to upon exercise of the Special Retention Awards, either through a voluntary Option; (3) selling or arranging for the sale or through a mandatory sale arranged by of Option Shares acquired upon exercise of the Company Option (on the ParticipantEmployee’s behalf and at his or her direction pursuant to this authorization without further consentauthorization); and/or or (iv4) withholding from in Option Shares, provided that only the Shares subject amount of shares of Common Stock necessary to Special Retention Awards. Depending on satisfy the withholding method, the Company may withhold or account for minimum amount of Tax-Related Items by considering applicable minimum statutory withholding rates is withheld or such other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if that does not refundedtrigger adverse accounting consequences. For these purposes, the Participant may seek a refund from fair market value of the local tax authoritiesOption Shares to be withheld shall be determined on the date that Tax-Related Items are to be determined. If the obligation for of Tax-Related Items is satisfied by withholding in Sharesreducing the number of Option Shares issuable upon exercise of the Option, the Participant Employee is deemed, deemed (for tax purposes, ) to have been issued the full number of Option Shares subject to the vested Special Retention AwardsOption, notwithstanding that a number of the Option Shares is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Option. Finally, the Participant Employee shall pay to the Company and/or or the Employer any amount of the Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan or Employee’s purchase of Option Shares that cannot be satisfied by the means previously described. The Company or the Employer may refuse to issue or deliver honor the Shares or the proceeds exercise of the sale of Option and shall have no obligation to deliver Option Shares if until Employee has satisfied the Participant fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their its respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the EmployerCompany, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Special Retention AwardsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to Special Retention Awards. Depending on the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax Related Items. 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 the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, or the Participant’s employer (if different, the Subsidiary that employs the Participant ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and Program that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option or the underlying Share, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related becomes subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 taxable, tax and/or social security contribution withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their sole discretion, to satisfy their any applicable withholding obligations with regard respect to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant him or her by the Company and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Special Retention AwardsOption, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent)authorization) subject to any xxxxxxx xxxxxxx policies implemented by the Company and applicable to the Participant and to the xxxxxxx xxxxxxx rules set forth under Section 10(b) and Rule 10b-5 of the U.S. Securities Exchange Act of 1934; and/or or (iviii) withholding from in Shares to be issued upon exercise of the Option. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to Special Retention Awardsthe exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Program. Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable ratesrates in the Participant’s jurisdiction(s). In the event of over-withholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) equivalent in Shares), or, if not refunded, the Participant may seek a refund from the local applicable tax authorities. If In the obligation for event of under-withholding, the Participant may be required to pay additional Tax-Related Items is satisfied by withholding in Sharesdirectly to the tax authorities, the Participant is deemed, for tax purposes, to have been issued Company or the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related ItemsEmployer. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan Program or Participant’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of the Shares to the Participant if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant or Participant’s Employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The parties agree that taxes imposed under Section 409A of the Code do not constitute “Tax-Related Items” and that no inferences should be drawn from this Agreement with respect to liability for paying any taxes due under Section 409A. Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Units, the issuance of Shares upon settlement of the Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award such issuance and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant tax withholding event, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, if Participant is not subject to Section 16 of the Exchange Act, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; (iiiii) withholding from the proceeds of the sale of Shares acquired pursuant to upon settlement of the Special Retention Awards, Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consentauthorization); and/or (iii) withholding in Shares to be issued upon settlement of the Units; or (iv) withholding from requiring Participant to pay, by cash or certified check, the Shares amount necessary to satisfy Participant’s obligations with regard to Tax-Related Items. Notwithstanding the foregoing, if Participant is subject to Special Retention AwardsSection 16 of the Exchange Act, such Participant may satisfy the obligations with regard to Tax-Related Items, in whole or in part, by either (i) electing to have the Company withhold in Shares to be issued upon settlement of the Units; or (ii) paying, by cash or certified check, the amount necessary to satisfy such Participant’s obligations with regard to Tax-Related Items. Depending on the withholding methodIn any case, to avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsUnits, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares shares, if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by YUM! or the Company or, Optionee’s employer (if different, the Subsidiary that employs the Participant ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and that are legally applicable to the Participant Optionee (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company YUM! or the Employer. The Participant Optionee further acknowledges that the Company YUM! and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Options, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe Options, the subsequent sale of Shares shares acquired pursuant to under the Special Retention Award Plan and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Options to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become Optionee becomes subject to tax and/or social security contributions in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant Optionee acknowledges that the Company YUM! and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Participant will Optionee shall pay or make adequate arrangements satisfactory to the Company YUM! and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company YUM! and/or the Employer, or their respective agents, at their sole discretion, to satisfy their withholding the obligations with regard respect to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the ParticipantOptionee’s wages or other cash compensation paid to the Participant him or her by the Company YUM! and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares acquired pursuant to the Special Retention Awardsupon exercise of an Option, either through a voluntary sale or through a mandatory sale arranged by the Company YUM! (on the ParticipantOptionee’s behalf pursuant to this authorization without further consentauthorization); and/or or (iviii) withholding from the Shares subject in shares to Special Retention Awardsbe issued upon exercise of an Option. Depending on the withholding methodTo avoid negative accounting treatment, the Company may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, the Optionee will be deemed to have been issued the full number of Shares shares subject to the vested Special Retention Awardsexercised Options, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Participant Optionee shall pay to the Company and/or YUM! or the Employer any amount of Tax-Related Items that the Company and/or YUM! or the Employer may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan or Optionee’s acquisition of shares upon exercise of the Option that cannot be satisfied by the means previously described. The Company YUM! may refuse to honor the exercise and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares the shares to the Optionee if the Participant Optionee fails to comply with his or her Optionee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Tax- Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention AwardsRestricted Shares Units, including, but not limited to, the grant, vesting or settlement of Special Retention AwardsRestricted Shares Units, the subsequent sale of Shares acquired pursuant to the Special Retention Award Restricted Share Unit and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Restricted Share Units or any aspect of the Special Retention Awards Restricted Share Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention AwardsRestricted Share Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention AwardsRestricted Share Units; and/or (v) any other method of withholding determined by the Company and permitted by applicable law. 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 rates applicable ratesin the Participant’s jurisdiction(s). In the event of overwithholding, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalentequivalent in Shares) or, if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Shares Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary Affiliate that employs the 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 the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Award, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Award, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsDividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards Award or any aspect of the Special Retention Awards Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax Tax-Related Items in more than one jurisdiction, the 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, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired pursuant to the Special Retention AwardsAward, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares shares of Stock subject to Special Retention Awards. Depending on the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then the Participant may elect the form of withholding methodfrom the alternatives above in advance of any tax withholding event, and in the absence of the Participant’s timely election, the Company will withhold in shares of Stock, or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax‑Related Items. 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 the Participant may will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Sharesshares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Subsidiary that employs the Participant including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe MSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the MSUs, the grantvesting of MSUs, vesting or the settlement of Special Retention Awardsthe MSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired pursuant to the Special Retention Award at settlement and the receipt of any dividends or dividend equivalentsdividends; and (b) do does not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards MSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 In connection with the relevant taxable or tax withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant authorizes MSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant Awardee’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account tax or other tax-related items related to withholding (the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) ), the Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Awardee is and remains the ParticipantAwardee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Awardee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the ParticipantAwardee’s liability for Tax-Related Items or achieve any particular tax resultItems. The Participant shall not make any claim against Further, if the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related Awardee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant Awardee 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 the relevant taxable or tax withholding event, as applicable, the Participant will Awardee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems withholding obligations of the Company and/or the Employer. In this regard, the Participant Awardee authorizes the Company and/or the Employer, or their respective agents, at their discretion, sole discretion to satisfy their withholding the obligations with regard to all applicable Tax-Related Items bylegally payable by one or a combination of the following: (i) requiring a cash payment from the Participant; (ii1) withholding from the ParticipantAwardee’s wages or other cash compensation paid to the Participant Awardee by the Company and/or the Employer, ; (iii2) withholding from the proceeds of the sale of Shares acquired pursuant to upon exercise of the Special Retention Awards, either through a voluntary Option; (3) arranging for the sale or through a mandatory sale arranged by of Shares acquired upon exercise of the Company Option (on the ParticipantAwardee’s behalf and at the Awardee’s discretion pursuant to this authorization without further consentauthorization); and/or or (iv4) withholding from in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the obligation for the Awardee’s Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Awardee is deemed to have been issued the full number of Shares subject to Special Retention Awardsthe Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of this Option. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable ratesin the Awardee’s jurisdiction(s). In the event of over-withholding, in which case the Participant Awardee may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) orequivalent in Common Stock), or if not refunded, the Participant Awardee may seek a refund from the local tax authorities. If In the obligation for event of under-withholding, the Awardee may be required to pay any additional Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject directly to the vested Special Retention Awards, notwithstanding that a number of applicable tax authority or to the Shares is held back solely for Company and/or the purpose of paying the Tax-Related ItemsEmployer. Finally, the Participant shall Awardee will pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantAwardee’s participation in the Plan or the Awardee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to issue or honor the exercise and refuse to deliver the Shares or the proceeds of the sale of Shares if the Participant Awardee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”)Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”) ), is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerCompany. The Participant further acknowledges that the Company and/or the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at settlement and the receipt of any dividends or dividend equivalentsdividends; and (b) do does not commit to and are is under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the 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, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Under current tax law, Participant is treated as an “independent contractor” for tax purposes, and as such, Participant is responsible to pay his or her Tax-Related Items without involvement by the Company. However, to the extent it becomes necessary or appropriate for the Company to assist in the collection of Participant’s Tax-Related Items, full payment of the Tax-Related Items shall be made by any of the following, or a combination thereof, subject to the Committee’s or Company’s right to eliminate, prior to vesting, any of the following as permissible payment methods: (i) in cash or cash equivalents (including certified check, bank check or wire transfer of immediately available funds); (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value; (iii) by withholding Shares otherwise issuable in connection with the vesting of the RSUs; (iv) through same-day voluntary or involuntary (on Participant’s behalf pursuant to this authorization) sales through a broker if permitted by the Company’s Securities Trading Policy; (v) withholding from Participant’s wages or other cash compensation paid to Participant by the Company; or (vi) any combination of any of the foregoing. In this regardthe absence of Participant’s timely election or in the event Section 16(b) applies to Participant and withholding of Tax-Related items is necessary, the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, Participant authorizes and directs the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations obligation with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awardsmethods above. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (up to the rate that will not cause an adverse accounting consequence or other applicable withholding ratescost, including maximum applicable ratespursuant to ASC Topic 718, as applicable), in which case the Participant may receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesequivalent Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Special Retention AwardsRestricted Stock Units, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the or a Subsidiary that employs the Participant (the “Employer”)or Affiliate, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually (if any) withheld by the Company or the Employera Subsidiary or Affiliate. The Participant further acknowledges that the Company and/or the Employer (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe RSU, including, but not limited to, the grant, vesting or settlement of Special Retention Awardsthe RSU, the subsequent sale of Shares shares of Stock acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalentsand/or any Dividend Equivalents; and (b) do does not commit to and are is under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (a Subsidiary or former employer, as applicable) Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employera Subsidiary or Affiliate, or their respective agents, at their discretion, to satisfy their any withholding obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This Notwithstanding any contrary provision replaces paragraph 6 of the Award Agreement Agreement, no certificate representing the Shares (except if or proceeds from the sale of Shares) will be issued to Participant, unless and until satisfactory arrangements (as determined by the Company) will have been made by Participant is subject with respect to the short-swing profit rules payment of Section 16(b) of the Securities Exchange Act of 1934income, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income taxemployment, social insurance, payroll tax, fringe benefits benefit tax, payment on account tax withholding obligations, or other tax-related items related to the Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company or Participant’s employer (the “Employer”) in its discretion to be an appropriate charge to Participant (even if legally applicable to the Company or the Employer) (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by which the Company determines must be withheld with respect to the Restricted Stock Units or the EmployerShares. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Stock Units, including, but not limited to, the grant, grant or vesting or settlement of Special Retention Awardsthe Restricted Stock Units, the subsequent sale of Shares acquired pursuant to upon vesting of the Special Retention Award Restricted Stock Units and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against acknowledges and agrees that the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to ultimate liability for all Tax-Related Items arising from this Awardlegally due by Participant is and remains Participant’s responsibility. FurthermoreFurther, if the Participant has become is subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, the as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items acknowledges that the Company and/or the Employer may be required has advised Participant to withhold or account for as consult a result of the tax adviser regarding Participant’s participation tax obligations prior to settlement of this RSU or issuance or disposition of any Shares in the Plan that cannot be satisfied by the means previously described. The Company may refuse jurisdiction where Participant is subject to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Itemstax.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(ba) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Participant’s employer (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 the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe option, including, but not limited to, the grant, vesting or settlement exercise of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalentsoption; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Further, if the Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees, if requested by the Company, to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regardfurtherance and not in limitation of the foregoing, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares of Common Stock acquired pursuant to at exercise of the Special Retention Awards, option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf B-1 pursuant to this authorization authorization) without further consent); and/or or (iviii) withholding from the Shares subject in shares of Common Stock to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been be issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number at exercise of the Shares is held back solely for the purpose of paying the Tax-Related Itemsoption. Finally, the (c) The Participant shall agrees to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares make a payment pursuant to this Agreement if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items. 3.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by YUM! or the Company or, Participant’s employer (if different, the Subsidiary that employs the Participant ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company YUM! or the Employer. The Participant further acknowledges that the Company YUM! and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsany YUM! Stock Appreciation Right, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe YUM! Stock Appreciation Right, the subsequent sale of Shares shares acquired pursuant to under the Special Retention Award Plan and the receipt of any dividends or dividend equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards a YUM! Stock Appreciation Right to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become becomes subject to tax and/or social security contributions in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company YUM! and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company YUM! and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company YUM! and/or the Employer, or their respective agents, at their sole discretion, to satisfy their withholding the obligations with regard respect to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant him or her by the Company YUM! and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares acquired pursuant to the Special Retention Awardsupon exercise of a YUM! Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company YUM! (on the Participant’s behalf pursuant to this authorization without further consentauthorization); and/or or (iviii) withholding from in shares to be issued upon exercise of the Shares subject to Special Retention AwardsYUM! Stock Appreciation Right. Depending on To avoid negative accounting treatment, YUM! or the withholding method, the Company may Employer will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares shares subject to the vested Special Retention Awardsexercised YUM! Stock Appreciation Rights, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or YUM! or the Employer any amount of Tax-Related Items that the Company and/or YUM! or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of shares upon exercise of the YUM! Stock Appreciation Rights that cannot be satisfied by the means previously described. The Company YUM! may refuse to honor the exercise and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares the shares to the Participant if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Subsidiary that employs the Participant Participant’s employer (the “Employer”), the ultimate liability for ) takes with respect to any or all income taxtax (including U.S. federal, state, local and non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe mPRSUs, including, but not limited to, the grantgrant of the mPRSUs, the vesting of the mPRSUs, or settlement the receipt of Special Retention Awardsan equivalent cash payment, the subsequent sale of any Shares acquired pursuant to the Special Retention Award at vesting and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards mPRSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or 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, the Participant will shall pay or make adequate arrangements satisfactory to the Company and/or (in the Employer Company’s sole discretion) to satisfy all withholding (and payment on account, where applicable) obligations for Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, shall withhold a number of whole Shares otherwise deliverable at their discretion, vesting having a Fair Market Value sufficient to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the Company may withhold or account estimated obligations for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authoritiesItems. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Special Retention Awardsapplicable mPRSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. FinallyThe Company and/or the Employer may also, in lieu of or in addition to the foregoing, at the Company’s sole discretion as authorized herein by the Participant, withhold all applicable Tax-Related Items in one of the following ways, as determined by the Company: (i) withhold from the Participant’s wages or other cash compensation; (ii) require the Participant to deposit with the Company an amount of cash sufficient to meet the Participant’s obligation for Tax-Related Items; (iii) sell or arrange for the sale of a sufficient number of Shares to be issued on the vesting of the mPRSUs to satisfy all Tax-Related Items; and/or (iv) any other method of withholding (or payment on account, when applicable) determined by the Company and permitted by applicable law. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including (to the extent permitted under the Plan) up to the maximum rate in the Participant’s jurisdiction(s). In the event the application of the withholding rate leads to over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares) from the Company or the Employer or, if not so refunded, the Participant may be able to seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares to the Shares or the proceeds of the sale of Shares Participant if the Participant fails to comply with his or her obligations the Participant’s obligation in connection with the Tax-Related Items as described herein. The Participant hereby consents to any action reasonably taken by the Company and/or the Employer to meet the Participant’s obligation for Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, and/or its subsidiary employing the Subsidiary that employs the Participant Grantee (the “Employer”), the ultimate liability for ) take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantGrantee’s participation in the Plan and legally applicable to the Participant Grantee (“Tax-Related Items”) ), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantGrantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares any shares of Stock acquired pursuant to the Special Retention Award such exercise, and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Options to reduce or eliminate the ParticipantGrantee’s liability for Tax-Tax- Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Grantee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant 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. Prior to any relevant taxable or tax withholding event, as applicableapplicable (which, for persons subject to U.S. taxation, should be date of exercise), the Participant Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their the Company’s discretion, to satisfy their withholding the obligations with regard to all Tax-Tax- Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (iia) withholding from the ParticipantGrantee’s wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, ; (iiib) withholding from the proceeds of the sale of Shares shares of Stock acquired pursuant to upon exercise of the Special Retention Awards, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantGrantee’s behalf pursuant to this authorization without further consentauthorization); and/or (ivc) withholding from in shares of Stock to be issued upon exercise of the Shares subject Option; or (d) personal check or other cash equivalent acceptable to Special Retention Awardsthe Company or the Employer (as applicable). Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemeda number of shares of Stock as described herein, for tax purposes, the Grantee shall be deemed to have been issued the full number of Shares shares of Stock subject to the vested Special Retention AwardsOptions exercised, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for due as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.any

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by YUM! or the Company or, Participant's employer (if different, the Subsidiary that employs the Participant ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s 's participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company YUM! or the Employer. The Participant further acknowledges that the Company and/or YUM! and/ GLOBAL SAR AGREEMENT (25% Over 4 Years) 4 4 or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe YUM! Stock Appreciation Right, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe YUM! Stock Appreciation Right, the subsequent sale of Shares shares acquired pursuant to under the Special Retention Award Plan and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards YUM! Stock Appreciation Right to reduce or eliminate the Participant’s 's liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become becomes subject to tax and/or social security contributions in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company YUM! and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company YUM! and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company YUM! and/or the Employer, or their respective agents, at their sole discretion, to satisfy their withholding the obligations with regard respect to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s 's wages or other cash compensation paid to the Participant him or her by the Company YUM! and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares acquired pursuant to upon exercise of the Special Retention AwardsYUM! Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company YUM! (on the Participant’s 's behalf pursuant to this authorization without further consentauthorization); and/or or (iviii) withholding from in shares to be issued upon exercise of the Shares subject to Special Retention AwardsYUM! Stock Appreciation Right. Depending on the withholding methodTo avoid negative accounting treatment, the Company may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares shares subject to the vested Special Retention Awardsexercised YUM! Stock Appreciation Right, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant's participation in the Plan. Finally, the Participant shall pay to the Company and/or YUM! or the Employer any amount of Tax-Related Items that the Company and/or YUM! or the Employer may be required to withhold or account for as a result of the Participant’s 's participation in the Plan or the Participant's acquisition of shares upon exercise of the YUM! Stock Appreciation Right that cannot be satisfied by the means previously described. The Company YUM! may refuse to honor the exercise and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares the shares to the Participant if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items. 7.

Responsibility for Taxes. This provision The following section replaces paragraph 6 Section 3 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). in its entirety: The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant Employee’s employer (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 the ParticipantEmployee’s participation in the Plan and legally applicable to the Participant Employee (“Tax-Related Items”) is and remains the ParticipantEmployee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Restricted Shares, including, but not limited to, the grant, grant or vesting or settlement of Special Retention Awardsthe Restricted Shares, the subsequent sale of Shares shares of common stock acquired pursuant to the Special Retention Award such settlement and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Restricted Shares to reduce or eliminate the ParticipantEmployee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against Further, if the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related Employee is subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following methods: (i) requiring a cash payment from by the ParticipantEmployee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; (ii) withholding from the ParticipantEmployee’s wages or other cash compensation paid to the Participant Employee by the Company and/or the Employer, ; (iii) withholding from the proceeds of the sale of shares of common stock at vesting of the Restricted Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantEmployee’s behalf pursuant to this authorization authorization) without further consent); and/or or (ivii) withholding from shares of common stock at vesting of the Shares subject to Special Retention AwardsRestricted Shares. Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may Employee will receive a refund of any over-withheld amount in cash (with and will have no entitlement to the Share common stock equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares of common stock, for tax purposes, the Employee is deemed to have been issued the full number of Shares shares of common stock subject to the vested Special Retention AwardsRestricted Shares, ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.8 notwithstanding that a number of the Shares is shares of common stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall Employee agrees to pay to the Company and/or or the Employer any amount of Tax-Related Items that the Company and/or or the Employer may be required to withhold or account for as a result of the ParticipantEmployee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of common stock, if the Participant Employee fails to comply with his or her the Employee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Subsidiary that employs the Participant including your employer (the “Employer”), the ultimate liability for all income taxtax (including U.S. and non-U.S. federal, state, and local taxes), social insurancesecurity, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related to the Participant’s your participation in the Plan and legally applicable or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Participant Company or the Employer (“Tax-Related Items”) is and remains the Participant’s your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. The Participant You further acknowledges acknowledge that the Company Company, any subsidiary or affiliate and/or the Employer Employer: (a) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe PSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the PSUs, the grantvesting of PSUs, vesting or the settlement of Special Retention Awardsthe PSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of Shares any shares of Common Stock acquired pursuant to the Special Retention Award at settlement and the receipt of any dividends or dividend equivalentsdividends; and (b) do does not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards PSUs to reduce or eliminate the Participant’s your liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the CompanyFurther, the Employer or any other Subsidiary, or their respective board, officers or employees related if you are subject to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges you acknowledge 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 In connection with the relevant taxable or tax withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related ItemsItems that require withholding by the Company or the Employer. In this regard, by your acceptance of the Participant authorizes PSUs, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds combination of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. 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 the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.following:

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by YUM! or the Company or, Participant’s employer (if different, the Subsidiary that employs the Participant ) (the “Employer”), the ultimate liability for ) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and that are legally applicable to the Participant (“Tax-Related Items”) ), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s his or her responsibility and that such liability may exceed the amount actually withheld by the Company YUM! or the Employer. The Participant further acknowledges that the Company YUM! and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe YUM! Stock Appreciation Right, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe YUM! Stock Appreciation Right, the subsequent sale of Shares shares acquired pursuant to under the Special Retention Award Plan and the receipt of any dividends or dividend equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards YUM! Stock Appreciation Right to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant has become becomes subject to tax and/or social security contributions in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable, tax and/or social security contribution withholding event, as applicable, the Participant acknowledges that the Company YUM! and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or taxable, tax and/or social security contribution withholding event, as applicable, the Participant will shall pay or make adequate arrangements satisfactory to the Company YUM! and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company YUM! and/or the Employer, or their respective agents, at their sole discretion, to satisfy their withholding the obligations with regard respect to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant him or her by the Company YUM! and/or the Employer, ; or (iiiii) withholding from the proceeds of the sale of Shares shares acquired pursuant to upon exercise of the Special Retention AwardsYUM! Stock Appreciation Right, either through a voluntary sale or through a mandatory sale arranged by the Company YUM! (on the Participant’s behalf pursuant to this authorization without further consentauthorization); and/or or (iviii) withholding from in shares to be issued upon exercise of the Shares subject to Special Retention AwardsYUM! Stock Appreciation Right. Depending on the withholding methodTo avoid negative accounting treatment, the Company may will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemedshares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares shares subject to the vested Special Retention Awardsexercised YUM! Stock Appreciation Right, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Participant’s participation in the Plan. Finally, the Participant shall pay to the Company and/or YUM! or the Employer any amount of Tax-Related Items that the Company and/or YUM! or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan or the Participant’s acquisition of shares upon exercise of the YUM! Stock Appreciation Right that cannot be satisfied by the means previously described. The Company YUM! may refuse to honor the exercise and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares the shares to the Participant if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items. 7.

Responsibility for Taxes. This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, and/or the Subsidiary that employs the Participant Optionee’s employer (the “Employer”), the ultimate liability for ) take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the ParticipantOptionee’s participation in the Plan and legally applicable to the Participant Optionee (“Tax-Related Items”) ), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the ParticipantOptionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awardsthe Option, including, but not limited to, including the grant, vesting or settlement exercise of Special Retention Awardsthe Option, the subsequent sale of Shares any shares of Stock acquired pursuant to the Special Retention Award such exercise and the receipt of any dividends or dividend equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Special Retention Awards grant or any aspect of the Special Retention Awards Option to reduce or eliminate the ParticipantOptionee’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. FurthermoreFurther, if the Participant Optionee has become subject to tax in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant Optionee 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, the Participant Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their the Company’s discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment from the Participant; (iia) withholding from the ParticipantOptionee’s wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer, ; (iiib) withholding from the proceeds of the sale of Shares shares of Stock acquired pursuant to upon exercise of the Special Retention Awards, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantOptionee’s behalf pursuant to this authorization without further consentauthorization); and/or (ivc) withholding from in shares of Stock to be issued upon exercise of the Shares subject Option; or (d) personal check or other cash equivalent acceptable to Special Retention Awardsthe Company. Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemeda number of shares of Stock as described herein, for tax purposes, the Optionee shall be deemed to have been issued the full number of Shares shares of Stock subject to the vested Special Retention Awardsportion of the Option exercised, notwithstanding that a number of the Shares is shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Participant The Optionee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the ParticipantOptionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.