Participant acknowledges that, regardless of any action taken by the Company or if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer # 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 Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any 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 Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, 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.

0">Participant acknowledges that, regardless0">Regardless of any action 2">taken by the Company or 4">if different, Participant’s employer4">the Affiliate that employs the Participant (the “Employer”)6">, the ultimate liability for6"> takes with respect to any or all income tax, social insurance, payroll tax, fringe 8">benefit8">benefits tax, payment on 10">account10">account, or other tax-related items related to12"> the Participant’s participation in the Plan and legally applicable to 14">the Participant (“Tax-Related Items”)16">, the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains 18">the Participant’s responsibility and20"> that such amount may exceed the amount actually withheld by the Company 22">and/or the Employer.24"> The Participant further acknowledges that the Company and/or the Employer # 26">make26">makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, 28">including, but not limited to,28">including the 30">grant,30">grant or vesting 32">or32">of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of 34">Shares acquired pursuant to such settlement34">Shares, and the receipt of any dividends 36">and/or 38">any Dividend Equivalents;38">dividend equivalents; and # 40">do40">does not commit 42">to and 44">are44">is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate 46">the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if 48">the Participant 50">is50">becomes subject to 52">Tax-Related Items52">tax in more than one jurisdiction,54"> the Participant acknowledges that the Company and/or the Employer (or former 56">employer,56">Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Participant acknowledges 1">that,1">that regardless of any action taken by the Company 3">or3">or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 5">benefit5">benefits tax, payment on account or other tax-related items 7">related to7">arising out of Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”)9">, is and remains Participant’s responsibility and may exceed the 11">amount11">amount, if any, actually withheld by the Company 13">and/or the Employer. Participant further acknowledges that the Company and/or the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the 15">Award, including,15">Restricted Stock Units, including but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of 17">Shares17">Stock acquired19"> under the Plan pursuant to such settlement and the receipt of any dividends 21">and/or 23">any Dividend 25">Equivalents;25">Equivalent Units; and # do not commit27"> to and are under no obligation to structure the terms of the grant or any aspect of the 29">Award29">grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. 31">Further, if Participant is subject to Tax-Related Items in more than one jurisdiction,31">Furthermore, 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.

0">The Participant acknowledges that, regardless of any action taken by the 2">Company or if different, Participant’s employer (the “Employer”),2">Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe 4">benefit4">benefits tax, payment on account or other tax-related items related to 6">the Participant’s participation in the Plan and legally applicable to 8">the Participant (“Tax-Related Items”) is and remains10"> the Participant’s responsibility and may exceed the amount actually withheld by the 12">Company or the Employer.12">Company. The Participant further acknowledges that the Company 14">and/or the Employer # 16">make16">makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the 18">Award,18">Plan, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or 20">any Dividend Equivalents; and # 22">do22">does not commit to and 24">are24">is under no obligation to structure the terms of the grant 26">of Restricted Stock Units or any aspect of the 28">Award28">Plan to reduce or eliminate30"> the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if 32">the Participant is subject to Tax-Related Items in more than one jurisdiction, 34">the Participant acknowledges that the Company36"> 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.

Participant acknowledges that, regardless of any action taken by the Company or 1">if different, Participant’s employer (the “Employer”),1">the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe 3">benefit3">benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer # 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 5">Restricted Stock Units,5">Award, the subsequent sale of Shares acquired 7">pursuant to such7">upon settlement9"> of the Award and the receipt of any dividends and/or11"> 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 Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, 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.

0">Participant’s Responsibility; Company’s Obligation to Deliver Certificates. Participant acknowledges that, regardless of any action taken by the Company 2">or2">or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 4">benefit4">benefits tax, payment on account or other 6">tax-6">tax‑related items related to Participant’s participation in the Plan and legally applicable to Participant 8">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”)10">, is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer.12"> Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the Tax-Related Items. Participant further acknowledges that the Company and/or the Employer # 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 Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any 14">Dividend Equivalents;14">dividend equivalents; and # do not commit to and are under no obligation to structure the terms of the 16">grant16">Award or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, 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.

0">Participant’s Responsibility; Company’s Obligation to Deliver Certificates. Participant acknowledges that, regardless of any action taken by the Company 2">or2">or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe 4">benefit4">benefits tax, payment on account or other 6">tax-6">tax‑related items related to Participant’s participation in the Plan and legally applicable to Participant 8">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”)10">, is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer.12"> Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the Tax-Related Items. Participant further acknowledges that the Company and/or the Employer # 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 Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any 14">Dividend Equivalents;14">dividend equivalents; and # do not commit to and are under no obligation to structure the terms of the 16">grant16">Award or any aspect of the Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, 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.

0">Participant acknowledges0">You acknowledge that, regardless of any action 2">taken by the Company 4">or4">or, if different, 6">Participant’s6">your employer (the “Employer”)8">, the ultimate liability for8"> takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other 10">tax-10">tax related items related to 12">Participant’s12">your participation in the Plan and legally applicable to 14">Participant14">you (“Tax-Related Items”)16">, the ultimate liability for all Tax-Related Items is and remains 18">Participant’s18">your responsibility and may exceed the amount actually withheld by the Company or the 20">Employer. Participant20">Employer, if any. You further 22">acknowledges22">acknowledge that the Company 24">and/or24">and the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of 26">the Award,26">your Restricted Stock Units, including, but not limited to, the 28">grant,28">grant of the Restricted Stock Units, the vesting 30">or30">and settlement of the Restricted Stock Units, the 32">subsequent32">delivery or sale of 34">Shares acquired pursuant to such settlement34">any shares of Common Stock and the 36">receipt36">issuance of any 38">dividends and/or any Dividend Equivalents;38">dividends, and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of 40">the40">your Award to reduce or eliminate 42">Participant’s42">your liability for Tax-Related Items or achieve any particular tax result. 44">You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your Award. Further, if 46">Participant is46">you are subject to Tax-Related Items in more than one jurisdiction, 48">Participant acknowledges48">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.

0">Participant acknowledges0">You acknowledge that, regardless of any action 2">taken by the Company 4">or4">or, if different, 6">Participant’s6">your employer (the “Employer”)8">, the ultimate liability for8"> takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other 10">tax-10">tax related items related to 12">Participant’s12">your participation in the Plan and legally applicable to 14">Participant14">you (“Tax-Related Items”)16">, the ultimate liability for all Tax-Related Items is and remains 18">Participant’s18">your responsibility and may exceed the amount actually withheld by the Company or the 20">Employer. Participant20">Employer, if any. You further 22">acknowledges22">acknowledge that the Company 24">and/or24">and the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of 26">the Award,26">your Restricted Stock Units, including, but not limited to, the 28">grant,28">grant of the Restricted Stock Units, the vesting 30">or30">and settlement of the Restricted Stock Units, the 32">subsequent32">delivery or sale of 34">Shares acquired pursuant to such settlement34">any shares of Common Stock and the 36">receipt36">issuance of any 38">dividends and/or any Dividend Equivalents;38">dividends, and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of 40">the40">your Award to reduce or eliminate 42">Participant’s42">your liability for Tax-Related Items or achieve any particular tax result. 44">You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your Award. Further, if 46">Participant is46">you are subject to Tax-Related Items in more than one jurisdiction, 48">Participant acknowledges48">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.

0">Participant acknowledges0">You acknowledge that, regardless of any action 2">taken by the Company 4">or4">or, if different, 6">Participant’s6">your employer (the “Employer”)8">, the ultimate liability for8"> takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other 10">tax-10">tax related items related to 12">Participant’s12">your participation in the Plan and legally applicable to 14">Participant14">you (“Tax-Related Items”)16">, the ultimate liability for all Tax-Related Items is and remains 18">Participant’s18">your responsibility and may exceed the amount actually withheld by the Company or the 20">Employer. Participant20">Employer, if any. You further 22">acknowledges22">acknowledge that the Company 24">and/or24">and the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of 26">the Award,26">your Restricted Stock Units, including, but not limited to, the 28">grant,28">grant of the Restricted Stock Units, the vesting 30">or30">and settlement of the Restricted Stock Units, the 32">subsequent32">delivery or sale of 34">Shares acquired pursuant to such settlement34">any shares of Common Stock and the 36">receipt36">issuance of any 38">dividends and/or any Dividend Equivalents;38">dividends, and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of 40">the40">your Award to reduce or eliminate 42">Participant’s42">your liability for Tax-Related Items or achieve any particular tax result. 44">You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your Award. Further, if 46">Participant is46">you are subject to Tax-Related Items in more than one jurisdiction, 48">Participant acknowledges48">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.

0">Participant acknowledges0">You acknowledge that, regardless of any action 2">taken by the Company 4">or4">or, if different, 6">Participant’s6">your employer (the “Employer”)8">, the ultimate liability for8"> takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other 10">tax-10">tax related items related to 12">Participant’s12">your participation in the Plan and legally applicable to 14">Participant14">you (“Tax-Related Items”)16">, the ultimate liability for all Tax-Related Items is and remains 18">Participant’s18">your responsibility and may exceed the amount actually withheld by the Company or the 20">Employer. Participant20">Employer, if any. You further 22">acknowledges22">acknowledge that the Company 24">and/or24">and the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of 26">the Award,26">your Restricted Stock Units, including, but not limited to, the 28">grant,28">grant of the Restricted Stock Units, the vesting 30">or30">and settlement of the Restricted Stock Units, the 32">subsequent32">delivery or sale of 34">Shares acquired pursuant to such settlement34">any shares of Common Stock and the 36">receipt36">issuance of any 38">dividends and/or any Dividend Equivalents;38">dividends, and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of 40">the40">your Award to reduce or eliminate 42">Participant’s42">your liability for Tax-Related Items or achieve any particular tax result. 44">You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your Award. Further, if 46">Participant is46">you are subject to Tax-Related Items in more than one jurisdiction, 48">Participant acknowledges48">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.