Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of RSUs, and the Company shall make such arrangements as it deems necessary for withholding of any taxes it determines are required to be withheld pursuant to any applicable law or regulation.

Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of RSUs, and the Company shall make such arrangements as it deems necessary for withholding of any taxes it determines are required to be withheld pursuant to any applicable law or regulation.

Withholding. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of RSUs,PSUs, and the Company shall make such arrangements as it deems necessary for withholding of any taxes it determines are required to be withheld pursuant to any applicable law or regulation.

To the extent required by applicable federal, state, local or foreign law, the Participant acknowledges that he or she shall be responsiblemake arrangements satisfactory to the Company for the satisfaction of any taxeswithholding tax obligations that arise in connection with thisby reason of the grant or vesting of RSUs, and the RSUs. The Company shall make such arrangements as it deems necessary for withholding of any taxes it determines arenot be required to be withheld pursuantissue shares or to any applicable law or regulation.recognize the disposition of such shares until such obligations are satisfied.

earnings received from the Company or any Affiliate shall be obliged to notify his or her employing entity (the “Employer”) of the granting, vesting or payment of RSUs. The Employer shall have the authority and the right to deduct or withhold, or require the Participant to remit to the Employer, an amount sufficient to satisfy any Tax Liability required by law to be withheld including, without limitation, the authority to deduct such amounts from other compensation payable to the Participant by the Employer. A “Tax Liability” shall be any liability for income tax, wage tax, solidarity surcharge or social security contributions arising as a result of the RSUs or otherwise under this Agreement. The Participant acknowledgesunderstands that he may suffer adverse tax consequences as a result of the RSUs. Neither the Company nor the Employer or she shall be responsible for any taxes that ariseAffiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with this grantthe granting, vesting or payment of RSUs,the RSUs. The Company and its Subsidiaries do not commit and are under no obligation to structure the Plan to reduce or eliminate Participant’s tax liability. The Participant represents that they have had the opportunity to consult with any tax consultants they deem advisable in connection with the Plan and that they are not relying on the Company shall makeor the Employer for any tax advice. The Participant is relying solely on such arrangements as it deems necessary for withholdingadvisors and not on any statements or representations of the Company, the Employer or any taxes it determines are required to be withheld pursuant to any applicable law or regulation.of their agents.

Income Tax Matters. The Participant acknowledges that he or she shall be responsible for any taxes that arise in connection with this grant of RSUs, and the Company shall makemay take such arrangementsaction as it deems necessary for withholdingappropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, if any, which are the sole and absolute responsibility of any taxes it determinesParticipant, are withheld or collected from Participant. The Company shall not be required to be withheld pursuantwithhold amounts unless required by applicable law. Participant acknowledges that, because Participant is a non-employee director of the Company, the Company is not subject to any applicable lawfederal or regulation.state income tax withholding obligations with respect to the RSUs awarded to Participant hereunder.