Generally. Optionee shall, if required by the Administrator, enter into an election with the Company or a Subsidiary (in a form approved by the Company) under which any liability to the Company’s (or a Subsidiary’s) Tax Liability, including, but not limited to, National Insurance Contributions (“NICs”) and the Fringe Benefit Tax (“FBT”), is transferred to and met by Optionee. For purposes of this Section 14, Tax Liability shall mean any and all liability under applicable non-U.S. laws, rules, or regulations from any income tax, the Company’s (or a Subsidiary’s) NICs, FBT, or similar liability under non-U.S. laws, and Optionee’s NICs, FBT, or similar liability that are attributable to: # the grant or exercise of, or any other benefit derived by Optionee from the Option; # the acquisition by Optionee of the Shares on exercise of the Option; or # the disposal of any Shares acquired upon exercise of the Option.

Generally. Optionee shall, ifTo the extent required by the Administrator,Company, each Holder agrees that he or she shall enter into an election with the Company or a Subsidiary (in a form approved by the Company) under which any liability to the Company’s (or a Subsidiary’s) Tax Liability,Liability (as defined below) including, but not limited to, National Insurance Contributions (“NICs”) and theany Fringe Benefit Tax (“FBT”), is transferred to and met by Optionee.the Plan participant. For purposes of this Section 14,20, Tax Liability shall mean any and all liability under applicable non-U.S. applicable laws, rules,rules or regulationsregulations, from any income tax, the Company’s (or a Subsidiary’s) NICs, FBT,FBT or similar liability under non-U.S. laws, and Optionee’the Service Provider’s NICs, FBT,FBT or similar non- U.S. law liability that are attributable to: # the grantgrant, vesting or exercise of,of or any other benefit derived by Optioneethe Plan participant from the Option;an Option, Stock Purchase Right or Restricted Stock; # the acquisition by Optioneethe Plan participant of the Shares on exercise of an Option or the Option;acquisition by the Plan participant of the Shares pursuant to a Stock Purchase Right; or # the disposal of any Shares acquired upon exercise ofby the Option.Plan participant pursuant to an Option or a Stock Purchase Right granted under the Plan.