Common use of Responsibility for Taxes Clause in Contracts

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the 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 the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of Stock acquired pursuant to the Award and the receipt of any Dividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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 ’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 ’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 the AwardRestricted Stock Units, including, but not limited toto the grant of the Restricted Stock Units, the grant, vesting or settlement of the AwardRestricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares of Stock Shares acquired pursuant to the Award at vesting and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (bii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become is subject to Tax Related Items 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant or Optionee’s employer (the "“Employer"), the ultimate liability for ”) 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 withholding ("“Tax-Related Items") ”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's Optionee’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 the AwardOption grant, including, but not limited to, including the grant, vesting or settlement exercise of the AwardOption, the subsequent sale of shares of Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate the Participant's Optionee’s liability for Tax-Related Items Items. Without limiting the foregoing, the Company specifically disclaims any representation or achieve any particular tax result. Furthermoreguarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Participant has become subject Option initially so qualifies, that it will continue to Tax Related Items in more than one jurisdiction, qualify. Optionee should consult his or her own tax advisor regarding the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account status of and tax treatment for Tax-Related Items in more than one jurisdictionthis Option. Prior to any relevant taxable or tax withholding eventexercise of the Option, as applicable, the Participant will Optionee 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 Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment legally payable by Optionee from the Participant; (ii) withholding from the Participant's Optionee’s wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer, (iii) withholding Employer or from the proceeds of the sale of Stock acquired pursuant to the Awardshares. Alternatively, 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 of Stock subject to the Restricted Stock Unitsin addition, provided, however, that if the Participant is a Section 16 officer of the Company permissible under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionlocal law, the Company will withhold in may (i) sell or arrange for the sale of shares of Stock, or that Optionee acquires to meet 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (ii) withhold in shares of Stockshares, provided that the Participant is deemed, for tax purposes, to have been issued Company only withholds the full number amount of shares of Stock subject necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the vested Restricted Stock Units, notwithstanding that a number Company or the Employer any amount of the shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’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 Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents shares if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 the relevant taxable event or tax withholding eventwithholding, 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant or Optionee’s employer (the "“Employer"), the ultimate liability for ”) 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 withholding ("“Tax-Related Items") ”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's Optionee’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 the AwardOption grant, including, but not limited to, including the grant, vesting or settlement exercise of the AwardOption, the subsequent sale of shares of Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate the Participant's Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to 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 jurisdictionItems. Prior to any relevant taxable or tax withholding eventexercise of the Option, as applicable, the Participant will Optionee 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 Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment legally payable by Optionee from the Participant; (ii) withholding from the Participant's Optionee’s wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer, (iii) withholding Employer or from the proceeds of the sale of Stock acquired pursuant to the Awardshares. Alternatively, 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 of Stock subject to the Restricted Stock Unitsin addition, provided, however, that if the Participant is a Section 16 officer of the Company permissible under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionlocal law, the Company will withhold in may (i) sell or arrange for the sale of shares of Stock, or that Optionee acquires to meet 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (ii) withhold in shares of Stockshares, provided that the Participant is deemed, for tax purposes, to have been issued Company only withholds the full number amount of shares of Stock subject necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the vested Restricted Stock Units, notwithstanding that a number Company or the Employer any amount of the shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’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 Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents shares if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this section.

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the Affiliate 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 Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee ("“Tax-Related Items") ”), is and remains the Participant's Employee’s responsibility and may exceed the amount actually withheld by the Company or and/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 the AwardRestricted Stock Units, including, including but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is 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) 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 Employee 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 Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 the relevant taxable event or tax withholding eventwithholding, 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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-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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 ’s participation in the Plan and legally applicable to the Participant ("“Tax-Related Items"”) is and remains the Participant's ’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 (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPlan, including, but not limited to, the grant, vesting or settlement exercise (if applicable) of the Award, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired pursuant to the Award and the receipt of any Dividend Equivalentsdividends, dividend equivalents or other distributions with respect to the shares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 the relevant taxable or tax withholding event, as applicable, the Participant will pay or agrees to make adequate arrangements satisfactory acceptable 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 withholding obligations with regard to all obligation for 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 payable to the Participant by the Company and/or the Employer, ; (iiiii) withholding from the proceeds of the sale of any shares of Common Stock acquired pursuant to the Award, Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's ’s behalf pursuant to this authorization without further consent); (iii) withholding from any shares of Common Stock to be delivered to the Participant pursuant to the Award; and/or (iv) withholding from any other method approved by the shares of Stock subject Company and, to the Restricted Stock Unitsextent required by applicable law or the Plan, provided, however, that if approved by the Participant is a Section 16 officer of Committee. Depending on the Company under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, the Company will withhold in shares of Stock, or and/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 Employer 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 in the jurisdiction(s) applicable ratesto the Participant. In the event of any over-withholding, in which case the Participant will may receive a refund of any over-withheld amount in cash (without interest and will have no without entitlement to the equivalent amount in shares of Common Stock). If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, the Participant is deemed, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock subject to which he or she is entitled pursuant to the vested Restricted Stock UnitsAward, notwithstanding that a number of the shares of Common Stock are held back solely withheld to satisfy the obligation for the purpose of paying the Tax-Related Items. The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue the shares of Common Stock or deliver the Stock, the proceeds of the sale of Stock or cash in the amount shares of any Dividend Equivalents Common 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. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 ’s participation in the Plan and legally applicable to Participant or deemed by the Company or 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 ’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 and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all 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 and/or the Employer; 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, 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, the 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 combination of the Participant; (ii) methods above. Depending on the withholding from the Participant's wages or other cash compensation paid to the Participant by method, the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates in Participant’s jurisdiction(s) (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, in which case as applicable). If the Company and/or the Employer withhold more than the amount necessary to satisfy the liability for Tax-Related Items, Participant will may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockShares, or if not refunded, Participant may be able to seek a refund from the applicable tax authorities. If the Company and/or the Employer withhold less than the amount necessary to satisfy the liability for Tax-Related Items, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemedShares, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant Grantee’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 Grantee’s participation in the Plan and legally applicable to the Participant Grantee ("“Tax-Related Items"”) is and remains the Participant's Grantee’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 (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSU, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, the subsequent sale of shares of Common Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's Grantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Grantee is subject to Tax Tax-Related Items 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 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 applicable, the Participant will pay or Grantee agrees to 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 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 ParticipantGrantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Participant's Grantee’s wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, ; or (iii) withholding from the proceeds of the sale of shares of Common Stock acquired pursuant to at vesting of the Award, RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee’s behalf pursuant to this authorization authorization) without further consent); and/or or (ivii) withholding from the shares of Common Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer issuable at vesting of the Company under RSUs. Depending on the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, the Company will withhold in shares of Stock, or and/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 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 Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, the Participant is deemed, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock UnitsRSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, shares or the proceeds of the sale of Stock or cash in the amount shares of any Dividend Equivalents Common Stock, if the Participant Grantee fails to comply with his or her the Grantee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the Affiliate 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 Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee ("“Tax-Related Items") ”), is and remains the Participant's Employee’s responsibility and may exceed the amount actually withheld by the Company or and/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 the AwardPerformance Stock Units, including, including but not limited to, the grant, vesting or settlement of the AwardPerformance Stock Units, the subsequent sale of shares of Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Stock Units to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is 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) 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 Employee 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 Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 applicable to the Participant you ("“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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Affiliate that employs the Participant Optionee’s employer (the "“Employer"), the ultimate liability for ”) takes with respect to any and 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 withholding ("“Tax-Related Items") ”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains the Participant's Optionee’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 the AwardOption grant, including, but not limited to, including the grant, vesting or settlement exercise of the AwardOption, the subsequent sale of shares of Stock Common Shares acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate the Participant's Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to 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 jurisdictionItems. Prior to any relevant taxable or tax withholding event, as applicableexercise of the Option, the Participant Optionee will 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 Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment legally payable by the Optionee from the Participant; (ii) withholding from the Participant's his or her wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer, (iii) withholding Employer or from the proceeds of the sale of Stock acquired pursuant to the AwardCommon Shares. Alternatively, 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 of Stock subject to the Restricted Stock Unitsin addition, provided, however, that if the Participant is a Section 16 officer of the Company permissible under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionlocal law, the Company will may (1) sell or arrange for the sale of Common Shares that the Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares Common Shares, provided that the Company only withholds the amount 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 Common Shares necessary to satisfy any the minimum withholding obligations for Tax‑Related Itemsamount. The Company may withhold or account Optionee acknowledges and agrees that the amount withheld for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case may exceed the Participant will receive a refund actual amount of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied due by withholding the Optionee and that, in shares of Stocksuch event, any excess amount withheld by the Company will be paid to the Optionee within a reasonable time period and without interest. Finally, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject Optionee will pay to the vested Restricted Stock Units, notwithstanding that a number Company or the Employer any amount of the shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of Common 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 Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Common Shares if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this Paragraph 6.

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 Participant or deemed by the Company or 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 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 the AwardPerformance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Restricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 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 the respective agentsagents of the Company and/or the Employer, at their the Company's discretion, to satisfy their withholding obligations with regard respect 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the Affiliate 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 Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee ("“Tax-Related Items") ”), is and remains the Participant's Employee’s responsibility and may exceed the amount actually withheld by the Company or and/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 the AwardRestricted Stock Units, including, including but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, 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 Employee 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 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company Corporation or, if different, the Affiliate that employs the Participant Subsidiary for which you provide continuous service (the "“Employer"”), the ultimate liability for all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items"”) is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company Corporation or the Employer. The Participant You further acknowledges acknowledge 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 the AwardRestricted Stock Units, including, but not limited to, the grant, vesting earning or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalents; dividends or other distributions paid on the Stock, and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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. Notwithstanding the foregoing, if you are subject to Section 16 of the Exchange Act, any withholding of shares of Stock to satisfy applicable Tax-Related Items shall be approved in advance by the Compensation Committee or the Board. Prior to any relevant taxable or tax tax-withholding event, as applicable, the Participant will pay or you agree to make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy any withholding obligations the Corporation and/or the Employer may have for all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company Corporation and/or the Employer, or their respective agents, at their discretion, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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-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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or the settlement of the AwardRSUs in shares of Common Stock or an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement, and the receipt of any Dividend Equivalents; dividends and (b) do does not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardPerformance Share Units, including, but not limited toincluding the grant of the Performance Share Units, the grantvesting of Performance Share Units, vesting or settlement the conversion of the AwardPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Share Units to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. In this regard, by your acceptance of the Participant authorizes Performance Share Units, you authorize 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Share Units, including, but not limited toincluding the grant of the Performance Share Units, the grantvesting of Performance Share Units, vesting or settlement the conversion of the AwardPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Share Units to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. In this regard, by your acceptance of the Participant authorizes Performance Share Units, you authorize the Company and/or the Employer, or their respective agents, at their discretion, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 Participant or deemed by the Company or 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 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 the AwardPerformance Options, including, but not limited to, the grant, vesting or settlement exercise of the AwardPerformance Options, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at exercise and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Options to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 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 the respective agentsagents of the Company and/or the Employer, at their the Company's discretion, to satisfy their withholding obligations with regard respect 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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-Tax Related Items in connection with any aspect of the AwardMSUs, including, but not limited toincluding the grant of the MSUs, the grantvesting of MSUs, vesting or settlement the conversion of the AwardMSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award MSUs to reduce or eliminate the Participant's your liability for Tax-Tax Related Items or achieve any particular tax result. 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-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 you agree to make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Related Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant Except to the extent prohibited by law, the Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 tax, payment on account or other tax-related items related to the Participant's Optionee’s participation in the Plan and legally applicable to the Participant Optionee or deemed by the Company or the Employer in their discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer ("“Tax-Related Items") ”), the ultimate liability for all Tax-Related Items is and remains the Participant's Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. 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 the AwardOptions, including, but not limited to, including the grant, vesting or settlement exercise of the AwardOptions, the subsequent sale of shares of Stock acquired pursuant to the Award as a result of such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Options to reduce or eliminate the Participant's Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to Tax Related Items in more than one jurisdiction, 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 make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant The 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 one or a combination of the following: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's Optionee’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 shares of Stock acquired pursuant to at exercise of the AwardOptions, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee’s behalf pursuant to this authorization without further consentauthorization); and/or (iv) withholding from the shares of Stock subject to 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 from 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 amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockStock equivalent. If The Optionee shall pay to the obligation for Company or the Employer any amount of Tax-Related Items is that the Company or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to issue or deliver the Stock, shares of Stock or the proceeds of the sale of shares of Stock or cash in the amount of any Dividend Equivalents if the Participant Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardMSUs, including, but not limited toincluding the grant of the MSUs, the grantvesting of MSUs, vesting or settlement the conversion of the AwardMSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award MSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or any affiliate of the Company, the Affiliate 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 to you or deemed by the Participant Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Share Units or underlying Shares, including, but not limited toincluding the grant of the Performance Share Units, the grantvesting of Performance Share Units, vesting or settlement the conversion of the AwardPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Share Units to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Performance Share Units, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items") ”), you acknowledge that 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 the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPRSUs, including, but not limited to, the grant, vesting or settlement of the AwardPRSUs, the issuance of Shares upon settlement of the PRSUs, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such issuance and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award PRSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Related Items 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 relevant taxable or tax withholding event, as applicable, the Participant you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems (including hypothetical withholding tax amounts if you are covered under a Company tax equalization policy). In this regard, the Participant authorizes you authorize 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant (the "Employer")your employer, the ultimate liability for all income tax, Primary or Secondary Class 1 National Insurance Contributions or other social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related tax‑related items related to the Participant's your participation in the Plan and legally applicable to you or deemed by the Participant Company or your employer in their discretion to be an appropriate charge to you even if legally applicable to the Company or your employer ("“Tax-Related Items") ”), is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employeryour employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer your employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOptions, including, but not limited to, the grant, vesting or settlement exercise of the AwardOptions, the subsequent sale of shares of Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Options to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer your 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 you agree to make adequate arrangements satisfactory to the Company and/or the Employer your employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or your employer. Alternatively, or in addition, the Employer, Company or your employer may (iiii) withholding withhold from the proceeds of the sale of shares of Stock acquired pursuant to upon exercise of the Award, Options either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization without further consent); , and/or (ivii) withholding from the withhold in shares of Stock subject to be issued upon exercise of the Restricted Stock UnitsOptions, provided, however, that if withholding in shares of Stock shall be subject to approval by the Participant is a Section 16 officer of Committee to the extent deemed necessary or advisable by counsel to the Company under at the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance time of any relevant tax withholding event, and in . Depending on the absence of the Participant's timely electionwithholding method, 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 you will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockStock equivalent. If the obligation for Tax-Related Items obligation is satisfied by withholding in reducing the number of shares of StockStock issued upon exercise of the Options, the Participant is deemed, for tax purposes, you are deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock UnitsOptions, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan or your purchase of shares of Stock that cannot be satisfied by the means previously described. The Company may refuse to issue or honor the exercise and refuse to deliver the Stock, shares of Stock or the proceeds of the sale of shares of Stock or cash in the amount of any Dividend Equivalents to you if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 ’s participation in the Plan and legally applicable to Participant or deemed by the Company or 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 ’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 and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Restricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all 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 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 Performance Restricted Stock Units; (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 and/or the Employer; 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, 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, the 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 combination of the Participant; (ii) methods above. Depending on the withholding from the Participant's wages or other cash compensation paid to the Participant by method, the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates in Participant's jurisdiction(s) (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, in which case as applicable). If the Company and/or the Employer withhold more than the amount necessary to satisfy the liability for Tax-Related Items, Participant will may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockShares or, if not refunded, Participant may be able to seek a refund from the applicable tax authorities. If the Company and/or the Employer withhold less than the amount necessary to satisfy the liability for Tax-Related Items, Participant may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemedShares, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock Shares subject to the vested Performance Restricted Stock Units, notwithstanding that a number of the shares of Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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 ’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 the AwardOption, including, but not limited to, including the grant, vesting or settlement and exercise of the AwardOption, the delivery of shares of Common Stock, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to 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 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 ’s 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stockshares. If the obligation for Tax-Related Items is satisfied by withholding in a number of shares of StockCommon Stock as described herein, the Participant is deemed, for tax purposes, deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock UnitsOption, notwithstanding that a number of the 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 Option. Participant shall pay to the Grantor and/or the Employer any amount of Tax-Related Items that the Grantor and/or the Employer may be required to withhold as a result of 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 Stock, the proceeds to Participant any shares of the sale of Common Stock or cash in the amount of any Dividend Equivalents pursuant to Participant’s Option 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. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 Participant or deemed by the Company or 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 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 the AwardOptions, including, but not limited to, the grant, vesting or settlement exercise of the AwardOptions, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at exercise and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Options to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 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 the respective agentsagents of the Company and/or the Employer, at their the Company's discretion, to satisfy their withholding obligations with regard respect 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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-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 the AwardMSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the MSUs, the grantvesting of MSUs, vesting or settlement the conversion of the AwardMSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award MSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, and/or the Affiliate that employs the Participant Participant’s employer (the "“Employer")”) take with respect to any Tax-Related Items, 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 ’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 the Award, including, but not limited toincluding the grant of the RSUs, the grant, vesting or settlement of the AwardRSUs, the delivery of Shares, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at vesting and the receipt of any dividends and/or Dividend EquivalentsEquivalent Rights; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is or becomes subject to Tax Related Items 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee ("“Tax-Related Items"”) is and remains the Participant's Employee’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 (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Shares, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Shares, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award Performance Shares to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is subject to Tax Tax-Related Items 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. No Shares will be issued to the Employee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agents to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) requiring by withholding in Shares to be issued upon settlement of the Performance Shares. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Employee’s acceptance of the Award, the Employee authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Employee’s behalf a whole number of Shares from those Shares issued to the Employee as the Company determines to be appropriate to generate cash payment from proceeds sufficient to satisfy the Participantobligation for Tax-Related Items. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, for tax purposes, the Employee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; (ii) any additional withholding from necessary for this reason will be done by the Participant's wages Company or the Subsidiary through the Employee’s paycheck or other cash compensation paid to the Participant Employee by the Company and/or the EmployerSubsidiary. The Company or the Subsidiary, in its discretion, may, and with respect to its executive officers (iiias determined by the Company) withholding will withhold an amount equal to two (2) times the Fair Market Value of a Share from the proceeds last paycheck or other cash compensation due to the Employee prior to the vesting of the Performance Shares. In the event that the cash amounts withheld by the Company or the Subsidiary exceed the Tax-Related Items that are due after the automatic withholding of whole Shares, the Company or the Subsidiary will reimburse the Employee for the excess amounts and the Employee will have no entitlement to the Common Stock equivalent. In addition, the Employee authorizes the Company and/or the Subsidiary, in their sole discretion, in lieu of or in addition to the foregoing and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of Stock acquired pursuant to Shares received as a result of vesting/settlement of the Award, Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Employee’s behalf pursuant to this authorization without further consent); , with the proceeds going toward satisfaction of the Tax-Related Items, (ii) require the Employee to pay the Tax Related Items in cash or with a cashier’s check or certified check, and/or (iviii) withholding withhold all applicable Tax-Related Items legally payable by the Employee from the shares of Stock subject Employee’s wages or other cash compensation payable to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of Employee by the Company under and/or the Exchange Act, then Employer. Depending on the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, 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 Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockCommon Stock equivalent. If Finally, the obligation for Employee shall pay to the Company and/or the Employer any amount of Tax-Related Items is that the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number one or more of the shares of Stock are held back solely for the purpose of paying the Tax-Related Itemsmeans previously described in this paragraph 8. The Company may refuse shall not be required to issue or deliver the Stock, the proceeds any of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant Employee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this paragraph 8.

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 ’s participation in the Plan and legally applicable to Participant or deemed by the Company or 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 ’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 and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all 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 and/or the Employer; 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, 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, the 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 combination of the Participant; (ii) methods above. Depending on the withholding from the Participant's wages or other cash compensation paid to the Participant by method, the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 Employer 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 will may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemedShares, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 ’s participation in the Plan and legally applicable to the Participant ("“Tax-Related Items"”) is and remains the Participant's ’s responsibility and may exceed the amount 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 the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of Stock acquired pursuant to the Award and the receipt of any Dividend EquivalentsPSUs; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PSUs to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is subject to Tax Tax-Related Items 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. Prior To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, the Company will withhold Shares otherwise issuable upon vesting 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 the obligations with regard to all Tax-Related Items by: (i) requiring by one or a cash payment from combination of the Participantfollowing; (iia) withholding from the Participant's ’s wages or other cash compensation paid to the Participant by the Company and/or or the Employer, (iiib) withholding from the proceeds of the sale of Stock Shares acquired pursuant to upon vesting of the Award, PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's ’s behalf pursuant to this authorization without further consent); ) and/or (ivc) withholding from the shares of Stock subject requiring Participant to tender a cash payment to the Restricted Stock Units, Company or an Affiliate in the amount of the Tax-Related Items; 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 from the alternatives above methods described in advance of any tax withholding eventthis Section 5 (a), (b) and in the absence of the Participant's timely election, the Company (c) will withhold in shares of Stock, or only be used if the Committee (as constituted in accordance with to satisfy Rule 16b-3 under of the Exchange Act) may determine determines, in advance of the applicable withholding event, that a particular one such withholding method will be used to satisfy any in lieu of withholding obligations for Tax‑Related ItemsShares. The Depending on the withholding method, 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsShares. The Company may refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant Grantee acknowledges that, regardless of any action taken by the Company TeleTech or, if different, the 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 Grantee’s participation in the Plan and legally applicable to Grantee or deemed by TeleTech or the Participant Employer in its discretion to be an appropriate charge to Grantee even if legally applicable to TeleTech or the Employer ("“Tax-Related Items"”) is and remains the Participant's Grantee’s responsibility and may exceed the amount actually withheld by the Company TeleTech or the Employer. The Participant Grantee further acknowledges that the Company TeleTech and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, the subsequent sale of shares of Common Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's Grantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Grantee is subject to Tax Tax-Related Items 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 TeleTech 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 Grantee agrees to make adequate arrangements satisfactory to the Company TeleTech and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company TeleTech and/or the Employer, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 Participant or deemed by the Company or 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 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 the AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 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 the respective agentsagents of the Company and/or the Employer, at their the Company's discretion, to satisfy their withholding obligations with regard respect 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 applicable to the Participant you ("“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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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 tax, payment on account or other tax-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items") ”), you acknowledge that 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 the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPRSUs, including, but not limited to, the grant, vesting or settlement of the AwardPRSUs, the issuance of Shares upon settlement of the PRSUs, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such issuance and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award PRSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Related Items 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 relevant taxable or tax withholding event, as applicable, the Participant you 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 you authorize 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate that employs the Participant including your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 the relevant taxable event or tax withholding eventwithholding, 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant following section replaces Section 8 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant Grantee’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 Grantee’s participation in the Plan and legally applicable to the Participant Grantee ("“Tax-Related Items"”) is and remains the Participant's Grantee’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 (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPSU, including, but not limited to, the grant, vesting or settlement of the AwardPSUs, the subsequent sale of shares of Common Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PSUs to reduce or eliminate the Participant's Grantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Grantee is subject to Tax Tax-Related Items 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 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 applicable, the Participant will pay or Grantee agrees to 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 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 ParticipantGrantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Participant's Grantee’s wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, ; or (iii) withholding from the proceeds of the sale of shares of Common Stock acquired pursuant to at vesting of the Award, PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee’s behalf pursuant to this authorization authorization) without further consent); and/or or (ivii) withholding from the shares of Common Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer issuable at vesting of the Company under PSUs. Depending on the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, the Company will withhold in shares of Stock, or and/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 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 Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, the Participant is deemed, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock UnitsPSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, shares or the proceeds of the sale of Stock or cash in the amount shares of any Dividend Equivalents Common Stock, if the Participant Grantee fails to comply with his or her the Grantee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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 tax, payment on account or other tax-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items") ”), you acknowledge that 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 the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such issuance and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Related Items 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 relevant taxable or tax withholding event, as applicable, the Participant you 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 you authorize 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary, or affiliate of the Affiliate that employs the Participant Company, 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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or the settlement of the AwardRSUs in shares of Common Stock or an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement, and the receipt of any Dividend Equivalents; dividends and (b) do does not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 ’s participation in the Plan and legally applicable to Participant or deemed by the Company or 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 ’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 and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Stock Options, including, but not limited to, the grant, vesting or settlement exercise of the AwardPerformance Stock Options, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at exercise and the receipt of any Dividend Equivalentsdividends; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Stock Options to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is 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 agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all 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 Company’s right to eliminate, prior to exercise, 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 exercise of the Performance Stock Option; (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 and/or the Employer; 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, 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, the 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 combination of the Participant; (ii) methods above. Depending on the withholding from the Participant's wages or other cash compensation paid to the Participant by method, the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 Employer 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 will may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockShares. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemedShares, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock Shares subject to the vested Restricted Performance Stock UnitsOptions, notwithstanding that a number of the shares of Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant fails to comply with his or her Participant’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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 or other tax-related items related to the Participant's Awardee’s participation in the Plan and legally applicable to the Participant Awardee ("“Tax-Related Items") ”), Awardee 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 Awardee 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 the AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the issuance of Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to the Award and the receipt of any dividends and/or any Dividend EquivalentsEquivalent Rights; and (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's Awardee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Awardee becomes subject to Tax Related Items 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 Awardee’s Tax-Related Items subject to any relevant taxable or tax a withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to obligation by the Company and/or the Employer (or any other Affiliates) shall be satisfied through a net issuance of shares. The Company shall withhold from shares of Stock to be issued to Awardee upon vesting/settlement of the Restricted Stock Units a number of shares of Stock with an aggregate Fair Market Value that would satisfy all the withholding obligations for Tax-Related ItemsItems due. In this regardAlternatively, or in addition, the Participant authorizes Company or the Company and/or the Employer, or Employer may decide in their respective agents, at their discretion, sole and absolute discretion to satisfy their withholding obligations with regard to all obligations, if any, for 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 of Stock acquired pursuant to upon vesting/settlement of the Award, Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Awardee’s behalf pursuant to this authorization without further consent); and/or or (ivii) withholding from in any other way set forth in Section 15 of the shares of Stock subject to the Restricted Stock Units, Plan; provided, however, that if the Participant Awardee is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect the form of withholding from 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 obligation only through a net share issuance of shares, 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 ItemsTax-Related Items may be satisfied by method (i) or (ii) above, or a combination thereof. 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 Awardee’s jurisdiction, in which case the Participant will Awardee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockStock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, Awardee is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are is held back solely for the purpose purposes of paying the Tax-Related ItemsItems due as a result of any aspect of Awardee’s participation in the Plan. Finally, Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Awardee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, Stock or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Stock, if the Participant Awardee fails to comply with his or her Awardee’s obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate 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 Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee ("“Tax-Related Items"”) is and remains the Participant's Employee’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 (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPerformance Shares, including, but not limited to, the grant, vesting or settlement of the AwardPerformance Shares, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award Performance Shares to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is subject to Tax Tax-Related Items 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. No Shares will be issued to the Employee (or his or her estate) for Performance Shares unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agents to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) requiring by withholding in Shares to be issued upon settlement of the Performance Shares. If the obligation for Tax-Related Items is satisfied by withholding a cash payment from number of whole Shares as described herein, for tax purposes, the ParticipantEmployee is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. No fractional Shares will be withheld or issued pursuant to the grant of Performance Shares and the issuance of Shares thereunder; (ii) any additional withholding from necessary for this reason will be done by the Participant's wages Company or the Subsidiary through the Employee’s paycheck or other cash compensation paid to the Participant Employee by the Company and/or the EmployerSubsidiary. The Company or the Subsidiary, in its discretion, may, and with respect to its executive officers (iiias determined by the Company) withholding will withhold an amount equal to two (2) times the Fair Market Value of a Share from the proceeds last paycheck or other cash compensation due to the Employee prior to the vesting of the Performance Shares. In addition, the Employee authorizes the Company and/or the Subsidiary, in their sole discretion, in lieu of or in addition to the foregoing and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of Stock acquired pursuant to Shares received as a result of vesting/settlement of the Award, Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Employee’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from , with the shares proceeds going toward satisfaction of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items, (ii) require the Employee to pay the Tax Related Items in cash or with a cashier’s check or certified check, and/or (iii) withhold all applicable Tax-Related Items legally payable by the Employee from the Employee’s wages or other cash compensation payable to the Employee by the Company and/or the Employer. Regardless of the withholding method, and in all instances where required, the Company will not withhold more than required by the applicable minimum statutory withholding rates. Finally, the Employee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 8. The Company may refuse shall not be required to issue or deliver the Stock, the proceeds any of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant Employee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this paragraph 8.

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Affiliate that employs the Participant any subsidiary or affiliate or your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at vesting and the receipt of any dividends and/or Dividend Equivalents; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant Grantee’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 Grantee’s participation in the Plan and legally applicable to the Participant Grantee ("“Tax-Related Items"”) is and remains the Participant's Grantee’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 the AwardSARs, including, but not limited to, the grant, vesting or settlement exercise of the AwardSARs, the subsequent sale of shares of Common Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award SARs to reduce or eliminate the Participant's Grantee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Grantee is subject to Tax Tax-Related Items 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 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 the relevant taxable or tax withholding event, as applicable, the Participant will pay or Grantee agrees to 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 discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items byby any one or a combination of the following methods: (i) requiring a cash payment from by the ParticipantGrantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the Participant's Grantee’s wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, ; or (iii) withholding from the proceeds of the sale of shares of Common Stock acquired pursuant to at exercise of the Award, SARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee’s behalf pursuant to this authorization authorization) without further consent); and/or or (ivii) withholding from the shares of Common Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer issuable at exercise of the Company under SARs. Depending on the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, 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 amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, the Participant is deemed, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Unitsexercised SARs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, shares or the proceeds of the sale of Stock or cash in the amount shares of any Dividend Equivalents Common Stock, if the Participant Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges By accepting this grant, you also acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant (the "Employer"), the ultimate liability for or your 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 Participant's participation in the Plan and legally applicable to the Participant withholding ("“Tax-Related Items") ”), the ultimate liability for all Tax-Related Items legally due by you is and remains the Participant's your 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 your employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awardoption grant, including, but not limited to, including the grant, vesting or settlement exercise of the Awardoption, the subsequent sale of shares of Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax resultItems. FurthermorePrior to exercise of the option, if the Participant has become subject to Tax Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) you 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 your employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or your employer. In this regard, the Participant authorizes you are hereby authorizing the Company and/or the Employer, or their respective agents, at their discretion, your employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment legally payable by you from the Participant; (ii) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer, (iii) withholding your employer or from the proceeds of the sale of Stock acquired pursuant to the Award, 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 of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer exercise of the Company option. Alternatively, or in addition, if permissible under the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionlocal law, the Company will withhold in may (i) sell or arrange for the sale of shares of Stock, or that you acquire to meet 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding Items, and/or (ii) withhold in shares of Stockshares, provided that the Participant is deemed, for tax purposes, to have been issued Company only withholds the full number amount of shares of Stock subject necessary to satisfy the minimum withholding amount. Finally, you must pay to the vested Restricted Stock Units, notwithstanding that a number Company or your employer any amount of the shares of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems that the Company or your employer may be required to withhold as a result of your participation in the Plan or your purchase of shares that cannot be satisfied by the means described above. The Company may refuse to issue or honor the exercise and refuse to deliver the Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents shares if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items, as described in this section.

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 applicable to the Participant you ("“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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate or your employer (“Employer”) takes with respect to any or all income tax (including federal, the Affiliate that employs the Participant (the "Employer"state and local taxes), the ultimate liability for all income tax, 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer ("Tax-“Tax Related Items") ”), you acknowledge that 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 Company, any subsidiary or affiliate and/or the Employer Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at vesting and the receipt of any dividends and/or Dividend Equivalents; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Tax Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has you have become subject to Tax Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, 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-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicableyou shall pay, the Participant will pay or make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Tax Related Items. In this regard, the Participant authorizes you authorize the Company and/or or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all Tax-applicable Tax Related Items by: (i) requiring legally 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Affiliate that employs the Participant any subsidiary or affiliate or your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at vesting and the receipt of any dividends and/or Dividend Equivalents; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate of the Company, the Affiliate 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 applicable to the Participant you ("“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 the AwardRSUs or underlying shares of Common Stock, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period, the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 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 Items. 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Affiliate that employs the Participant any subsidiary or affiliate or your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardRSUs, including, but not limited toincluding the grant of the RSUs, the grantvesting of RSUs, vesting or settlement the conversion of the AwardRSUs into shares of Common Stock or the receipt of an equivalent cash payment, and the subsequent sale of any shares of Common Stock acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, 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 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 Items. 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company orCompany, if different, the Affiliate that employs the Participant any subsidiary or affiliate or your employer (the "“Employer"”), the ultimate liability for all income taxtax (including federal, state, local and non-U.S. 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if legally applicable to the 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. 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 the AwardPerformance Share Units, including, but not limited toincluding the grant of the Performance Share Units, the grantvesting of Performance Share Units, vesting or settlement the conversion of the AwardPerformance Share Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of shares of Stock any Shares acquired pursuant to the Award at settlement and the receipt of any Dividend Equivalentsdividends; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Share Units to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, 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 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 Items. In this regard, by your acceptance of the Participant authorizes Performance Share Units, you authorize 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant Grantee'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 ParticipantGrantee's participation in the Plan and legally applicable to the Participant Grantee ("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 the AwardSARs, including, but not limited to, the grant, vesting or settlement exercise of the AwardSARs, the subsequent sale of shares of Common Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award SARs to reduce or eliminate the ParticipantGrantee's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Grantee is subject to Tax Tax-Related Items 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 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 the relevant taxable or tax withholding event, as applicable, the Participant will pay or Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Tax- Related Items. In this regard, the Participant Grantee 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 any one or a combination of the following methods: (i) requiring a cash payment from by the ParticipantGrantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the ParticipantGrantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, ; or (iii) withholding from the proceeds of the sale of shares of Common Stock acquired pursuant to at exercise of the Award, SARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantGrantee's behalf pursuant to this authorization authorization) without further consent); and/or or (iv) withholding from the shares of Common Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer issuable at exercise of the Company under SARs. Depending on the Exchange Act, then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, 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 amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockCommon Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, the Participant is deemed, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the vested Restricted Stock Unitsexercised SARs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, the Grantee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, shares or the proceeds of the sale of Stock or cash in the amount shares of any Dividend Equivalents Common Stock, if the Participant Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Parent, Subsidiary or Affiliate that employs the Participant (the "Employer")retaining you, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits 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") ”), is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the EmployerParent, Subsidiary or Affiliate. The Participant You further acknowledges acknowledge that the Company and/or the Employer Parent, Subsidiary or Affiliate (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOption, including, but not limited to, the grant, vesting or settlement exercise of the AwardOption, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Participant acknowledges as applicable, you acknowledge that the Company and/or the Employer (Parent, 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 you agree to make adequate arrangements satisfactory to the Company and/or the Employer Parent, Subsidiary or Affiliate to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the EmployerParent, Subsidiary or Affiliate, 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; (ii1) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the EmployerParent, Subsidiary or Affiliate; or (iii2) withholding from the proceeds of the sale of Stock Shares acquired pursuant to at exercise of the Award, Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization authorization) without further consent); and/or (iv) . Depending upon the withholding from the shares of Stock subject to 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 from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, 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 you will receive a refund of any over-other withheld amount in cash and will have no entitlement to the equivalent in Stockcommon stock equivalent. If Finally, you agree to pay to the obligation for Company or the Parent, Subsidiary or Affiliate any amount of Tax-Related Items is that it may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares, if the Participant fails you fail to comply with his or her your obligations in connection with the Tax-Related Items.. Data Privacy You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Company, the Parent, Subsidiary or Affiliate retaining your Services or any other Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and the Parent, Subsidiary or Affiliate retaining your Services may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant (the "Employer"), the ultimate liability for P&G or my 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 Participant's participation in the Plan and legally applicable to the Participant withholding ("“Tax-Related Items") ”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains the Participant's my responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company P&G and/or the my Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Award, including, but not limited to, including the grantissuance, vesting or settlement of the Awardexercise, the subsequent sale of shares of Stock acquired pursuant to the Award and settlement, the receipt of any Dividend Equivalentsdividends or dividend equivalents or the potential impact of current or future tax legislation in any jurisdiction; and (b2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award to reduce or eliminate the Participant's my liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant has become subject to 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 jurisdictionItems. Prior to any relevant taxable exercise or tax withholding eventsettlement of an Award, as applicable, the Participant will I shall pay or make adequate arrangements satisfactory to the Company P&G and/or the my Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of P&G and/or my employer. In this regard, the Participant authorizes the Company I authorize P&G and/or the Employer, or their respective agents, at their discretion, my Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's my wages or other cash compensation paid to the Participant me by the Company P&G and/or the Employer, (iii) withholding my Employer or from the proceeds of the award. Alternatively, or in addition, if permissible under local law, P&G may (1) sell or arrange for the sale of Stock acquired pursuant to the Award, 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 of Stock subject to the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer portion of the Company under award to meet the Exchange Act, then the Participant may elect the form of withholding from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of StockItems, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that and/or (2) withhold a number portion of the shares award, provided that P&G only withholds the amount necessary to satisfy the minimum withholding amount. Finally, I shall pay to P&G or my Employer any amount of Stock are held back solely for the purpose of paying the Tax-Related ItemsItems that P&G or my Employer may be required to withhold as a result of my participation in the Plan that cannot be satisfied by the means previously described. The Company P&G may refuse to issue or honor the exercise and refuse to deliver the Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents award if the Participant fails I fail to comply with his or her my obligations in connection with the Tax-Related ItemsItems as described in this section. FORM STAR-F FORM STAR-F AWARD AGREEMENT [GRANT DATE] [GLOBALID] [FIRST NAME] [MIDDLE NAME] [LAST NAME] Subject: UK Tax Advantaged (NON-STATUTORY) STOCK OPTION SERIES STAR 15-F In recognition of your contributions to the future success of the business, The Procter & Gambxx Xxxpany (“Company”) hereby grants to you an option to purchase shares of Procter & Gambxx Xxxmon Stock as follows: Option Price per Share: $[STOCK PRICE] Number of Shares: [SHARES] Grant Date: [GRANT DATE] Expiration Date: [GRANT DATE + 10 YEARS] Vest Date: 100% on [GRANT DATE + 3 YEARS] This Award is granted in accordance with and subject to the terms of The Procter & Gambxx 0004 Stock and Incentive Compensation Plan (including any applicable sub-plan), the Schedule 4 CSOP Sub-Plan for the United Kingdom (the “Plan”), the Regulations of the Compensation and Leadership Development Committee of the Board of Directors (“Committee”), this Award Agreement including Attachments and the Exercise Instructions in place as may be revised from time to time, except that the Committee has waived the provisions of Article 6.1(a) and 6.1(c) of the Plan. Any capitalized terms used in this Agreement that are not otherwise defined herein are defined in the Plan. You may access the Plan by activating this hyperlink: The Procter & Gambxx 0004 Stock and Incentive Compensation Plan and the Schedule 4 CSOP Sub-Plan for the United Kingdom and the Regulations by activating this hyperlink: Regulations of the Committee. If you have difficulty accessing the materials online, please send an email to Execxxxx.XX@xx.xxx xxx assistance.

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, or the Affiliate that employs the Participant Employee'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 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 Employee acknowledges that the ultimate liability for all 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 the AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, the issuance of Shares upon settlement of the RSU, and the subsequent sale of shares of Stock Shares acquired pursuant to the Award and the receipt of any Dividend Equivalentssuch issuance; and (b2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award RSUs to reduce or eliminate the ParticipantEmployee's liability for Tax-Related Items or to achieve any particular tax result. FurthermoreFurther, if the Participant Employee has become subject to Tax Related Items 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 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 the minimum statutory amount required to be withheld. The Employee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee's participation in the Plan. If net share withholding is unavailable in a jurisdiction due to tax or other legal reasons, the 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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-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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number combination of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company orCompany, or if different, the Affiliate 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 Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee ("“Tax-Related Items") ”), is and remains the Participant's Employee’s responsibility and may exceed the amount actually withheld by the Company or and/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 the AwardPerformance Stock Units, including, including but not limited to, the grant, vesting or settlement of the AwardPerformance Stock Units, the subsequent sale of shares of Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends; and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Performance Stock Units to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is subject to Tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, 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 Employee 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 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 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 Taxfollowing: INTERNATIONAL EMPLOYEE – 3-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.Year Vesting

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items") ”), you acknowledge that 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 the Employer (a) Employer: make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such issuance and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Related Items 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 relevant taxable or tax withholding event, as applicable, the Participant you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Items (including hypothetical withholding tax 2 amounts if you are covered under a Company or Employer Tax equalization policy).. In this regard, you authorize the Participant authorizes the Company and/or Company, the Employer, or and their respective agents, at their discretion, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant acknowledges You acknowledge that, regardless of any action taken by the Company Rockwell Automation or, if different, the Affiliate that employs the Participant Subsidiary for which you provide continuous service (the "“Employer"”), the ultimate liability for all income tax, social insuranceinsurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items"”) is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company Rockwell Automation or the Employer. The Participant You further acknowledges acknowledge that the Company Rockwell Automation and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardOptions, including, but not limited to, the grant, vesting earning or settlement exercise of the AwardOptions, the subsequent sale of shares of Stock acquired pursuant to the Award such exercise and the receipt of any Dividend Equivalents; dividends or other distributions paid on the Option Stock, and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Options to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. 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 Rockwell Automation 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 will pay or you agree to make adequate arrangements satisfactory to the Company Rockwell Automation and/or the Employer to satisfy any withholding obligations Rockwell Automation and/or the Employer may have for all Tax-Related Items. In this regard, the Participant authorizes the Company you authorize Rockwell Automation and/or the Employer, or their respective agentsagents including Xxxxxxx Xxxxxx, at their discretion, 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs Parent or Subsidiary employing the Participant Employee (the "“Employer"”), the ultimate liability responsibility for all income tax, social insurance, payroll fringe benefit tax, fringe benefits payroll tax, payment on account or other tax-related items related to the Participant's Employee’s participation in the Plan and legally applicable to the Participant Employee or deemed by the Company or the Employer in its discretion to be an appropriate charge to the Employee even if legally applicable to the Company or Exhibit 10.5 the Employer ("“Tax-Related Items") ”), is and remains the Participant's Employee’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Employee further Exhibit 10.5 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 the AwardRestricted Stock Units, including, but not limited to, the grant, vesting or settlement of the AwardRestricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such issuance and the receipt of any Dividend Equivalentsdividends; and (b2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's Employee’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Employee is subject to Tax Related Items 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 To satisfy any relevant taxable or tax withholding event, as applicableobligation for Tax-Related Items, the Participant Company will pay or make adequate arrangements satisfactory to withhold a portion of the Company and/or the Employer Shares that has an aggregate market value sufficient to satisfy all the withholding obligation for Tax-Related Items. In this regardaddition and to the maximum extent permitted by law, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, have the right to satisfy their any applicable withholding obligations with regard to all Tax-Related Items byby one or a combination of the following: (i) requiring a cash payment withholding from the ParticipantEmployee’s wages or other cash compensation payable to the Employee by the Company, the Employer or any other Parent or Subsidiary; (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 upon vesting and settlement of the Restricted Stock acquired pursuant to the Award, Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Employee’s behalf pursuant to this authorization without further consent); and/or or (iviii) any other method of withholding from determined by the shares of Stock subject to Company and permitted by applicable law and under the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer terms of the Company under the Exchange Act, then the Participant may elect the form of withholding from 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 ItemsPlan. 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 Employee’s jurisdiction(s). In the event of over-withholding, in which case the Participant will Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in StockShares, or if not refunded, the Employee may seek a refund from the applicable tax authorities. In the event of under- withholding, the Employee may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemedShares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Stock subject to Shares for which the vested Restricted Stock UnitsUnits were settled, notwithstanding that a number of the shares of Stock are Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Employee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Stock, the Shares or proceeds of from the sale of Stock or cash in the amount of any Dividend Equivalents Shares, if the Participant Employee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems obligations.

Responsibility for Taxes. The Participant acknowledges I acknowledge that, regardless of any action taken by the Company orand, if different, the Affiliate that employs the Participant my employer (the "“Employer"), the ultimate liability for ”) with respect to any or all income tax, social insurancesecurity, payroll tax, fringe benefits taxbenefit, payment on account or other tax-related items related to the Participant's my participation in the Plan and legally applicable to the Participant me ("“Tax-Related Items") ”), the ultimate liability for all Tax-Related Items is and remains the Participant's my responsibility and may exceed the amount actually withheld by the Company or and/or the Employer. The Participant further acknowledges Furthermore, I acknowledge 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 the Awardoptions under the Plan, including, but not limited toincluding the grant of such options, the grant, vesting or settlement of the Award, the subsequent purchase and sale of shares of Stock Shares acquired pursuant to under the Award and Plan and/or the receipt of any Dividend Equivalents; dividends on such Shares, and (bii) do not commit to and are under no obligation to structure the terms of the Award grant of options or any aspect of my participation in the Award Plan to reduce or eliminate the Participant's my liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has I am or become subject to Tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges I 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 the purchase of Shares under the Plan or any other relevant taxable or tax withholding event, as applicable, the Participant will pay or I agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes I authorize 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; (ii1) withholding from the Participant's my wages or other cash compensation Compensation paid to the Participant me by the Company and/or or the Employer, ; or (iii2) withholding from the proceeds of the sale of Stock acquired pursuant to the Award, Shares purchased under the Plan either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's my behalf pursuant to this authorization without further consentauthorization); and/or (iv) . Depending on the withholding from the shares of Stock subject to 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 from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely electionmethod, the Company will withhold in shares of Stock, or and/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 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 I will receive a cash refund of any over-withheld amount in cash not remitted to tax authorities on my behalf and will have no entitlement to the equivalent in StockCommon Stock equivalent. If Finally, I agree to pay to the obligation for Company and/or the Employer any amount of Tax-Related Items is that the Company or the Employer may be required to withhold or account for as a result of my participation in the Plan that cannot be satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Itemsmeans previously described. The Company may refuse to purchase Shares under the Plan on my behalf and/or refuse to issue or deliver the Stock, Shares or the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents Shares if the Participant fails I fail to comply with his or her my obligations in connection with the Tax-Related Items.

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company orCompany, if differentany subsidiary or affiliate or your employer (“Employer”) takes with respect to any or all income tax (including federal, the Affiliate that employs the Participant (the "Employer"state and local taxes), the ultimate liability for all income tax, 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 to you or deemed by the Participant Company or the Employer to be an appropriate charge to you even if technically due by the Company or the Employer ("Tax-“Tax Related Items") ”), you acknowledge that 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 Company, any subsidiary or affiliate and/or the Employer Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the AwardMSUs, including, but not limited toincluding the grant of the MSUs, the grantvesting of MSUs, vesting or settlement the conversion of the AwardMSUs into Common Stock or the receipt of an equivalent cash payment, the subsequent sale of shares of any Common Stock acquired pursuant to the Award at vesting and the receipt of any dividends and/or Dividend Equivalents; and and, (b) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award MSUs to reduce or eliminate the Participant's your liability for Tax-Tax Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has you have become subject to Tax Related Items tax in more than one jurisdictionjurisdiction between the Award Date and the date of any relevant taxable event, 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-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicableyou shall pay, the Participant will pay or make adequate arrangements satisfactory to the Company and/or or the Employer to satisfy all Tax-Tax Related Items. In this regard, the Participant authorizes you authorize the Company and/or or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all Tax-applicable Tax Related Items by: (i) requiring legally 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 Stock acquired pursuant to the Award, 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 of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.following:

Responsibility for Taxes. The Participant following section replaces Section 9 of the Agreement in its entirety: The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Participant Grantee'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 ParticipantGrantee's participation in the Plan and legally applicable to the Participant Grantee ("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 (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardPSU, including, but not limited to, the grant, vesting or settlement of the AwardPSUs, the subsequent sale of shares of Common Stock acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award PSUs to reduce or eliminate the ParticipantGrantee's liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become Grantee is subject to Tax Tax-Related Items 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 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 applicable, the Participant will pay or Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Tax- Related Items. In this regard, the Participant Grantee 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 ParticipantGrantee to the Company, on demand, by cash, check or other method of payment as may be determined acceptable by the Company; or (ii) withholding from the ParticipantGrantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer, ; or (iii) withholding from the proceeds of the sale of shares of Common Stock acquired pursuant to at vesting of the Award, PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the ParticipantGrantee's behalf pursuant to this authorization authorization) without further consent); and/or (iv) withholding from the shares of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.or

Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate that employs the Subsidiary to which Participant provides services (the "Employer"“Service Recipient”), 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 ’s participation in the Plan and legally applicable or deemed applicable to the Participant ("“Tax-Related Items"”) is and remains the Participant's ’s responsibility and may exceed the amount amount, if any, actually withheld by the Company or the EmployerService Recipient. The Participant further acknowledges that the Company and/or the Employer Service Recipient (ai) make no representations representation or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRestricted Stock Units or the underlying Shares, including, including but not limited to, to the grant, vesting or settlement of the AwardRestricted Stock Units, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such settlement and the receipt of any Dividend Equivalents; dividends, and (bii) do not commit to and are under no obligation to structure the terms of the Award grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the Participant's ’s liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become is subject to Tax Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer Service Recipient (or former employerservice recipient, 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 Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the EmployerService Recipient, or their respective agents, at their discretion, to satisfy their withholding obligations with regard sell on Participant’s behalf a number of Shares from those Shares otherwise deliverable 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 Stock acquired pursuant to the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's ’s behalf pursuant to this authorization without further consent); and/or , as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligations or rights for Tax-Related Items. Alternatively, or in addition, if permissible under applicable local law, the Company, in its sole discretion and pursuant to such procedures as it may specify from time to time, may satisfy such tax withholding obligation, in whole or in part (ivwithout limitation) by (a) requiring Participant to make a payment in a form acceptable to the Company, (b) withholding from the shares of Stock subject otherwise deliverable Shares upon settlement having a fair market value equal to the Restricted Stock Unitsminimum amount required to be withheld, provided(c) withholding any wages or other cash compensation payable to Participant by the Company and/or the Service Recipient, however(d) if Participant is a U.S. employee, that delivering to the Company already vested and owned Shares, or (e) any other method of withholding determined by the Company and to the extent required by applicable law or the Plan, approved by the Administrator. Notwithstanding the above, if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Participant may elect obligation for Tax-Related Items will be satisfied by method (b) above, unless otherwise provided by the form of withholding from 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 Administrator (as constituted in accordance with to satisfy Rule 16b-3 under of the Exchange Act) may determine that a particular method be used prior to satisfy any the withholding obligations for Tax‑Related Itemsevent. The Unless otherwise provided in the Plan or herein, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory or other withholding rates or other applicable withholding ratesin Participant’s jurisdiction(s). In the event of over-withholding, including maximum applicable rates, in which case the Participant will may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the equivalent in StockShares), or if not refunded, Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemedShares, for tax purposes, Participant will be deemed to have been issued the full number of shares of Stock Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are Shares is held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of Stock or cash in the amount of any Dividend Equivalents if the If Participant fails to comply with his or her obligations in connection with the make satisfactory arrangements to satisfy all Tax-Related ItemsItems hereunder prior to any relevant taxable or tax withholding event, as applicable, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company.

Responsibility for Taxes. The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Affiliate 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 tax, payment on account or other tax-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("“Tax-Related Items") ”), you acknowledge that 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 the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the AwardRSUs, including, but not limited to, the grant, vesting or settlement of the AwardRSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of shares of Stock Shares acquired pursuant to the Award such issuance and the receipt of any Dividend Equivalentsdividends and/or any dividend equivalents; and (b2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Award RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. FurthermoreFurther, if the Participant has become you are subject to Tax Related Items 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 relevant taxable or tax withholding event, as applicable, the Participant you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related ItemsItems (including hypothetical withholding tax amounts if you are covered under a Company or Employer Tax equalization policy). In this regard, the Participant authorizes you authorize 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 Stock acquired pursuant to the Award, either through a voluntary sale or through a mandatory sale arranged by the Company following: 2018 Global RSU Agreement (on the Participant's behalf pursuant to this authorization without further consent); and/or (ivSVP and Above) withholding from the shares of Stock subject to 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 from 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed, for tax purposes, to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the Stock, the proceeds of the sale of 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.– Approved February 2018