Taxation. The Holder understands that the Holder is solely responsible for all tax consequences to the Holder in connection with this Award. The Company shall withhold whole shares of Stock which would otherwise be delivered to the Holder, having an aggregate Fair Market Value (as defined in the Plan) determined as of the date the obligation to withhold or pay taxes arises in connection with this Award. The Company will withhold taxes (e.g., federal, state and local taxes, including payroll taxes) in an amount at least equal to the statutory minimum taxes required to be withheld; provided, however, at the Participant’s advance election the participant may request the Company withhold additional amounts up to the Participant’s maximum individual tax rate in each relevant jurisdiction applicable to the Participant at such time of withholding. The Holder represents that the Holder has consulted with any tax consultants the Holder deems advisable in connection with the Award and that the Holder is not relying on the Company for any tax advice.

Taxation. Executive acknowledges that his compensation set forth above will be treated by the Company as wages paid to him and will be subject to withholding for all applicable taxes. Accordingly, the Company shall deduct from all compensation payable to Executive hereunder (including, without limitation, Base Salary and Executive Bonuses, as such term is defined below) any and all sums required as Executive's portion of Social Security taxes and shall withhold federal and state income taxes as required by law, and shall further deduct from such compensation any other federal, state, or local tax or charge which is now or hereafter enacted or required as a charge or deduction from the compensation payable to Executive.

Taxation. Where an event giving rise to a payment received by a Director under the Indemnities results in an increase in tax payable by a Director under either the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997, the Company shall pay to the Director an additional amount to cover any such increase in tax payable (as well as any tax payable in respect of the additional amount).

Taxation and Withholding. Employee acknowledges that payments and benefits hereunder may be taxable and that the Company makes no representation or warranty regarding the income tax effects of any payment or benefit provided hereunder. Employee shall be solely responsible for Employee’s liability with respect to all payments and benefits provided under this Separation Agreement. Company may withhold from any amounts payable under this Separation Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

Effect of Taxation. If the Internal Revenue Service or a court of competent jurisdiction determines that Plan benefits are includible in the gross income of a Participant under Code section 409A prior to actual receipt of the benefits, HP shall immediately distribute the benefits found to be so includible to the Participant.

The Employee (or the Employee’s estate as the case may be) shall be accountable for any income tax that is chargeable on any assessable income deriving from grant, exercise or other dealing in any options granted pursuant to the SOA (or any related securities).

To the extent permitted by law, Optionee hereby agrees to indemnify and keep indemnified the Company and the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of Optionee’s country or citizenship and/or residence to the extent arising from a Trigger Event or arising out of the acquisition, retention and disposal of the Shares.

Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

Tax Consequences. Purchaser should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, issuance, purchase, retention, assignment, release, cancellation, sale or any other disposal of the Shares (each, a “Trigger Event”). Participant should also take advice in respect of the taxation indemnity provisions under Section 9 below.

“Taxation” or “Tax” “ means all forms of taxation, duty, rate, levy or charge or other imposition or withholding in the nature of tax arising whether in the United Kingdom or elsewhere and shall include all fines, interest, surcharges and penalties relating to any tax, duty, rate, charge or other imposition or withholding or levy as hereinbefore mentioned.