You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the 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 your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company, any subsidiary or affiliate and/or the Employer: # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs 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 at settlement and the receipt of any dividends; and, # do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.

You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, localU.S. and non-U.S. federal, state and local taxes), social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the EmployerEmployer, 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 your responsibility and may exceed the amount actually withheld by the Company or the Employer.Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate and/or the Employer: # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs,RSUs or underlying shares of Common Stock, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs 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 at settlement and the receipt of any dividends; and, # do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.

You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, localU.S. and non-U.S. federal, state and local taxes), social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the EmployerEmployer, 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 your responsibility and may exceed the amount actually withheld by the Company or the Employer.Employer, if any. You further acknowledge that the Company, any subsidiary or affiliate and/or the Employer: # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs,RSUs or underlying shares of Common Stock, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs 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 at settlement and the receipt of any dividends; and, # do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.

You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the 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 your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company, any subsidiary or affiliate and/or the Employer: # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the conversion of the RSUs 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 at settlement and the receipt of any dividends; and, # do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.

You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, localU.S. and non-U.S. federal, state, and local taxes), social security, payroll tax, fringe benefits tax, payment on accountaccount, or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the EmployerEmployer, in its discretion, to be an appropriate charge to youyou, even if legally applicable to the Company or the Employer (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.Employer, if any. You further acknowledge that the Company, any subsidiary or affiliateaffiliate, and/or the Employer: # makemakes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs,RSUs or underlying shares of Common Stock, including the grant of the RSUs, the vesting of RSUs, the conversionsettlement of the RSUs intoin 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 at settlementsettlement, and the receipt of any dividends; and,dividends and # dodoes not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.

You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate ofCompany or, if different, the Company, including your employer (“Employer”),Service Recipient, the ultimate liability for all income tax (including federal, state,state and local and non-U.S. taxes), social security,insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the EmployerService Recipient to be an appropriate charge to you even if legally applicable to the Company or the EmployerService Recipient (“Tax-Related Items”) is and remains your responsibility and may exceed the amountamount, if any, actually withheld by the Company or the Employer.Service Recipient. You further acknowledge that the Company, any subsidiary or affiliateCompany and/or the Employer:Service Recipient # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs,Award, the vesting or settlement of the RSUs, the conversion of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period,Shares, the subsequent sale of any shares of Common StockShares acquired at settlement andvesting or the receipt of any dividends; and,and # do not commit toto, and are under no obligation to, structure the terms of the grant or any aspect of the RSUsAward to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the EmployerService Recipient (or former employer,service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes), social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the 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 your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company, any subsidiary or affiliate and/or the Employer: #(a) make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the RSUs,MSUs, including the grant of the RSUs,MSUs, the vesting of RSUs,MSUs, the conversion of the RSUsMSUs 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 at settlement and the receipt of any dividends; and, #(b) do not commit to structure the terms of the grant or any aspect of the RSUsMSUs to reduce or eliminate your liability for Tax-Tax Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.

Participant acknowledges that, regardless of any action taken by the Company, any subsidiary or affiliate ofCompany or, if different, the Company, including your employer (“Employer”Affiliate which employs the Participant (the “Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes),tax, social security,insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to yourParticipant’s participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the EmployerParticipant (“Tax-Related Items”) is and remains yourParticipant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Employer. YouParticipant further acknowledgeacknowledges that the Company, any subsidiary or affiliateCompany and/or the Employer:Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, includingincluding, but not limited to, the grantgrant, vesting or settlement of the RSUs, the vesting of RSUs, the conversion of the RSUs 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 Shares acquired pursuant to the settlement of any shares of Common Stock acquired at settlementRSUs and the receipt of any dividends; and,dividends or dividend equivalents; and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate yourParticipant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you areParticipant is subject to Tax-Related Items in more than one jurisdiction, you acknowledgeParticipant acknowledges that the Company and/or the Employer (or former employer,Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Regardless of any action taken by the Company,Company or the affiliate that employs the Participant (the “Employer”) takes with respect to any subsidiary or affiliate of the Company, including your employer (“Employer”), the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes),tax, social security,insurance, payroll tax, fringe benefits tax, payment on accountaccount, or other tax-related items related to yourthe Participant’s participation in the Plan and legally applicable to you or deemed by the Company or the Employer to be an appropriate charge to you even if legally applicable to the Company or the EmployerParticipant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed Participant by the Participant is and remains yourthe Participant’s responsibility and that such amount may exceed the amount actually withheld by the Company and/or the Employer. YouThe Participant further acknowledgeacknowledges that the Company, any subsidiary or affiliateCompany and/or the Employer:Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant or vesting of the RSUs, the vestingissuance of RSUs, the conversionShares in settlement of the RSUs into shares of Common Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period,RSUs, the subsequent sale of any shares of Common Stock acquired at settlementShares, and the receipt of any dividends; and,and # do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate yourthe Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if you arethe Participant becomes subject to Tax-Related Itemstax in more than one jurisdiction, you acknowledgethe Participant acknowledges that the Company and/or the Employer (or former employer,Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Withholding. You acknowledge that, regardless of any action taken by the Company, any subsidiary or affiliate ofCompany or, if different, the Company, including your employer (“Employer”),Employer, the ultimate liability for all income tax (including federal, state, local and non-U.S. taxes),tax, social security,insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the 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 your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company, any subsidiary or affiliateCompany and/or the Employer:Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, includingRestricted Stock Units, including, but not limited to, the grantgrant, vesting or settlement of the RSUs, the vesting of RSUs, the conversion of the RSUs into shares of CommonRestricted Stock or the receipt of an equivalent cash payment, the lapse of any Post-Vest Holding Period,Units, the subsequent sale of any shares of Common StockShares acquired atpursuant to such settlement and the receipt of any dividends; and,dividends and/or any dividend equivalents; and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUsRestricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, 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.