Generally. To the extent required by the 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 Tax Liability (as defined below) including, but not limited to, National Insurance Contributions (“NICs”) and any Fringe Benefit Tax (“FBT”), is transferred to and met by the Plan participant. For purposes of this Section 20, Tax Liability shall mean any and all liability under non-U.S. applicable laws, rules or regulations, from any income tax, the Company’s (or a Subsidiary’s) NICs, FBT or similar liability and the Service Provider’s NICs, FBT or similar non- U.S. law liability that are attributable to: # the grant, vesting or exercise of or any other benefit derived by the Plan participant from an Option, Stock Purchase Right or Restricted Stock; # the acquisition by the Plan participant of the Shares on exercise of an Option or the acquisition by the Plan participant of the Shares pursuant to a Stock Purchase Right; or # the disposal of any Shares acquired by the Plan participant pursuant to an Option or a Stock Purchase Right granted under the Plan.

Generally. To the extentOptionee shall, if required by the Company, each Holder agrees that he or she shallAdministrator, 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 (as defined below)Liability, including, but not limited to, National Insurance Contributions (“NICs”) and anythe Fringe Benefit Tax (“FBT”), is transferred to and met by the Plan participant.Optionee. For purposes of this Section 20,14, Tax Liability shall mean any and all liability under applicable non-U.S. applicable laws, rulesrules, or regulations,regulations from any income tax, the Company’s (or a Subsidiary’s) NICs, FBTFBT, or similar liability under non-U.S. laws, and the Service Provider’Optionee’s NICs, FBTFBT, or similar non- U.S. law liability that are attributable to: # the grant, vestinggrant or exercise ofof, or any other benefit derived by Optionee from the Plan participant from an Option, Stock Purchase Right or Restricted Stock;Option; # the acquisition by the Plan participantOptionee of the Shares on exercise of an Option or the acquisition by the Plan participant of the Shares pursuant to a Stock Purchase Right;Option; or # the disposal of any Shares acquired byupon exercise of the Plan participant pursuant to an Option or a Stock Purchase Right granted under the Plan.Option.