Common use of Evidence of Issuance Clause in Contracts

Evidence of Issuance. The issuance of the shares of Stock underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social 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 (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

Evidence of Issuance. The issuance of the shares Stock under the grant of Restricted Stock underlying the RSUs covered evidenced by this Agreement shall be evidenced in such a manner as the CompanyCorporation, in its discretion, deems appropriate, including, without limitation, book-entry or entry, direct registration or the issuance of one or more share certificates (which may be held in escrow at the option of the Corporation until vested), with any unvested shares of Restricted Stock certificatesbearing the appropriate restrictions imposed by this Agreement. You will have no further rights with regard to a RSU once As your interest in the share of Restricted Stock related to such RSU has been issued to you. Withholding Regardless of any action taken by the Company or, if different, your Employervests, the ultimate liability for all income tax, social 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 (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect recordation of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance number of shares of Restricted Stock upon vesting attributable to you will be appropriately modified if necessary. Death or Disability If your Service terminates because of your death, then your shares of Restricted Stock will immediately become fully vested. If your Service terminates because of your Disability, then your shares of Restricted Stock will immediately become fully vested. Escrow If the Restricted Stock is certificated, the certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the RSUs, the subsequent sale of shares of Stock acquired pursuant Corporation to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted held in accordance with Section 3.1.2the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement certificates to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposesCorporation, you will shall be deemed to have been issued an instrument of deposit acknowledging the full number of shares of Stock delivered in escrow to the Secretary of the Corporation. All regular cash dividends on the Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization or other change affecting the Corporation's outstanding common stock as a class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Stock shall be immediately delivered to the Secretary of the Corporation to be held in escrow hereunder, but only to the extent the Stock is at the time subject to the RSUs, notwithstanding that a number escrow requirements hereof. The release of any vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the date on which such shares first become vested. The shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay in escrow hereunder shall be subject to the Company following terms and conditions relating to their release from escrow or their surrender to the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account Corporation for as a result of cancellation: If your participation interest in the Plan shares vests as described above, the certificates for such vested shares shall be released from escrow and that cannot be satisfied by the means previously described. The Company may refuse delivered to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stockyou, if you fail to comply with at your obligations request, in connection accordance with the Tax-Related Itemsfollowing schedule: The release of any vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the date on which such shares first become vested.

Evidence of Issuance. The issuance of the shares Stock under the grant of Restricted Stock underlying the RSUs covered evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry or direct entry, registration or the issuance of one or more Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. You As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In such circumstances, if you have no further rights with regard vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a RSU once cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the share Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares that you still own, the amount will be the number of Stock related such Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to such RSU has been issued satisfy your payment obligations hereunder either by forfeiting and returning to you. Withholding Regardless the Company the Shares or any other shares or making a cash payment or a combination of any action taken these methods as determined by the Company or, if differentin its sole discretion). Leaves of Absence For purposes of this Agreement, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment Service does not terminate when you go on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld a bona fide employee leave of absence that was approved by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure writing if the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability leave provide 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employercontinued Service crediting, or their respective agents, at their discretion, when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan)active employee work. The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s)determines, in its sole discretion, which case you may receive a refund of any over-withheld amount in cash leaves count for this purpose, and will have no entitlement to when your Service terminates for all purposes under the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related ItemsPlan.

Evidence of Issuance. The issuance of the shares upon the vesting of the Restricted Stock underlying the RSUs covered by this Agreement Units shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry or direct entry, registration or the issuance of one or more Stock share certificates. Withholding Taxes You agree, as a condition of this grant, that you will have no further rights with regard make acceptable arrangements to pay any withholding or other taxes that may be due as a RSU once the share result of vesting in Restricted Stock Units or your acquisition of Stock related to such RSU has been issued to youunder this grant. Withholding Regardless of any action taken by In the Company or, if different, your Employer, the ultimate liability for all income tax, social 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 (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge event that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of determines that any Tax-Related Items in connection with any aspect of the RSUs, including but not limited towithholding payment is required relating to this grant under applicable laws, the grant or vesting of Company will have the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the followingright to: (i) withholding from your wages require that you arrange such payments to the Company, or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number cause an immediate forfeiture of shares of Stock subject to the RSUsRestricted Stock Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due. Retention Rights Neither your Restricted Stock Units nor this Agreement gives you the right to be retained or employed by the Company (or any Subsidiary or Affiliate) in any capacity. Subject to the Employment Agreement, notwithstanding the Company (and any parent, Subsidiary or Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at fair market value of the Stock on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares Restricted Stock Units covered by this grant will be adjusted proportionately (and rounded down to the nearest whole number). Your Restricted Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Colorado, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Agreement This Agreement and the associated cover sheet constitute the entire understanding between you and the Company regarding this grant. Any agreements, commitments or negotiations concerning this grant are superseded; except that any written employment [(including the Employment Agreement)], consulting, confidentiality, non-competition and/or severance agreement between you and the Company (or any Affiliate), whether entered into before or after this Agreement’s effective date, shall supersede this Agreement with respect to its subject matter, provided that no such superseding shall result in a failure to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Data Privacy The Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Agreement. By accepting these Restricted Stock are held back solely for the purpose of satisfying the Tax-Related Items. FinallyUnits, you agree to pay give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this award comply with Section 409A or an exemption to Section 409A. To the Employer any amount of Tax-Related Items extent that the Company or determines that you would be subject to the Employer may be required additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to withhold or account for Section 409A as a result of your participation in any provision of this Agreement, such provision shall be deemed amended to the Plan and that cannot minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be satisfied determined by the means previously describedCompany. The Company may refuse to issue and/or deliver shares For purposes of Stock or proceeds this award, a termination of Service only occurs upon an event that would be a Separation from Service within the sale meaning of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.Section 409A.

Evidence of Issuance. The issuance of the shares of Stock underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social 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 (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan 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. Prior to In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s). In the event of over-withholding, in which case you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the equivalent in shares of Stock), or, if not refunded, you may seek a refund from the applicable tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

Evidence of Issuance. The issuance of the shares of Stock underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Regardless Taxes You agree as a condition of any action taken by this RSU that you shall, not later than the Company ordate as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, if different, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related pay to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the Employer authority to satisfy all Tax-Related Items. To satisfy any cause the minimum required tax withholding obligations of the Company and/or the Employer with respect obligation to Tax-Related Itemsbe satisfied, you authorize the Company and/or the Employerin whole or in part, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case issued to you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due. Retention Rights This Agreement does not give you the right to be retained or employed by the Company (or any of its Affiliates) in any capacity. The Company and any Affiliates reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, do not have any of the rights of a stockholder with respect to any RSU unless and until the share of Stock underlying the RSU has been issued and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books. Adjustments In the event of a stock split, a stock dividend, or other similar change in the Stock, the number of RSUs covered by this Agreement shall be adjusted pursuant to Section 16 of the Plan. Your RSUs shall be subject to the terms of the agreement of merger, consolidation, liquidation, or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan. Clawback The RSUs covered by this Agreement, and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of Stock), are held back solely for the purpose of satisfying the Tax-Related Items. Finally, subject to mandatory repayment by you agree to pay to the Company to the extent you are or in the Employer future become subject to the Company’s Compensation Recoupment Policy or any amount other Company clawback or recoupment policy or Applicable Law that requires the repayment by you to the Company of Tax-Related Items compensation paid by the Company to you. In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy that the Company adopts, including the Company’s Compensation Recoupment Policy, or otherwise under Applicable Laws, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by you or the Employer may be Company or hold any shares of Stock or other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of any clawback or compensation recovery policy. Without limited the foregoing, if the Company is required to withhold or account for prepare an accounting restatement due to the material noncompliance of the Company, as a result of your participation misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the Plan and that cannot be satisfied by misconduct, were grossly negligent in engaging in the means previously described. The misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company may refuse to issue and/or deliver shares the amount of Stock any payment in settlement of this Award earned or proceeds from accrued during the sale of shares of Stock, if you fail to comply with your obligations in connection twelve (12)-month period following the first public issuance or filing with the Tax-Related ItemsUnited States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

Evidence of Issuance. The issuance of the shares of Stock underlying under the RSUs covered Grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry entry, direct registration, or direct registration or the issuance of one or more share certificates, with any unvested Restricted Stock certificatesbearing the appropriate restrictions imposed by this Agreement. You As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will have no further rights with regard to a RSU once be appropriately modified if necessary. Delivery Delivery of the share shares of Stock related represented by your vested RSUs shall be made as soon as practicable after the Grant Date. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to such RSU has been issued the terms of this Agreement or the Plan, you will automatically forfeit to you. Withholding Regardless of any action taken by the Company or, if differentall of the unvested Restricted Stock in the event you are no longer providing Service. Leave of Absence For purposes of this Agreement, your EmployerService does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends, unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the ultimate liability Committee may determine, in its discretion, that a leave counts for all income taxthis purpose even if your employer does not agree. Forfeiture of Rights You understand and agree that if the Company, social insuranceacting through the Committee, payroll tax, fringe benefits tax, payment on account or other tax-related items related determines that you engaged in Conduct Detrimental to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company during your Service or during the Employer. You further acknowledge that twelve (12)-month period following the Company and/or the Employer termination of your Service, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of your unvested shares of Restricted Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividendsshall immediately and automatically expire; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject have vested in any Restricted Stock during the twelve (12)-month period prior to Tax-Related Items in more than one jurisdictionyour actions, you acknowledge that will owe the Company and/or the Employer a cash payment (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale forfeiture of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company Stock) in an amount determined as follows: (on your behalf pursuant to this authorization without further consent); (iiia) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding for any shares of Stock otherwise deliverable upon settlement that you have sold prior to receiving notice of the RSUs. Notwithstanding foregoing determination from the foregoing if you are subject to Section 16 of the Exchange ActCompany, the Company amount will withhold shares be the proceeds received from any and all sales of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in those shares of Stock, and (b) for tax purposesany shares of Stock that you still own, you the amount will be deemed to have been issued the full number of shares of Stock subject to owned times the RSUs, notwithstanding that a number Fair Market Value of the shares of Stock are held back solely for on the purpose of satisfying date you receive such notice from the Tax-Related Items. FinallyCompany (provided, that the Company may require you agree to pay satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver other shares of Stock or proceeds making a cash payment or a combination of these methods as determined by the Company in its sole discretion). You understand and agree that the forfeiture and/or repayment under this Agreement is separate from and does not preclude the sale of shares of Stock, if you fail Company from seeking relief based on your conduct that constitutes Conduct Detrimental to comply with your obligations in connection with the Tax-Related ItemsCompany.

Evidence of Issuance. The issuance of the shares of Common Stock underlying with respect to the RSUs covered by this Agreement shall Restricted Stock Units will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the entry, registration, issuance of one or more stock certificates, or uncertificated electronic shares. Retention Rights This Agreement and the grant of the Restricted Stock certificates. You will have no further rights with regard Units do not give you the right to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social 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 (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the EmployerCompany or any Affiliate, the Company and any Affiliate reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You further acknowledge have no voting or other rights as a stockholder of the Company with respect to the Restricted Stock Units except as otherwise explicitly provided herein unless and until the Common Stock relating to the Restricted Stock Units have been issued and either a certificate evidencing the Common Stock has been issued or an appropriate entry has been made on the Company’s books, including any uncertificated electronic shares. Any stock dividends declared with respect to the Common Stock issuable upon settlement of your Restricted Stock Units will be subject to the same restrictions on vesting and issuance as such Restricted Stock Units. Notwithstanding the foregoing, if the Company declares a cash dividend on the Company’s outstanding Common Stock, unless otherwise determined by the Company, you shall receive an amount of cash equal to the number of unvested Restricted Stock Units you hold under this Agreement as of the dividend record date, multiplied by the amount of the cash dividend per Common Stock, as soon as administratively practical following the declaration of such cash dividend, but in no event later than thirty (30) days after such cash dividend is declared. The Restricted Stock Units will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company and/or is subject to such corporate activity. Clawback The Restricted Stock Units are subject to mandatory repayment by you to the Employer Company to the extent you are, or in the future become, subject to (i) make no representations any Company “clawback” or undertakings regarding recoupment policy that is adopted to comply with the treatment requirements of any Tax-Related Items in connection with any aspect of the RSUsapplicable law, including but not limited torule, the grant or vesting of the RSUsregulation, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are any law, rule, or regulation which imposes mandatory recoupment, under no obligation to structure the terms of circumstances set forth in any such law, rule, or regulation. Furthermore, the RSUs or any aspect of Plan to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you Restricted Stock Units are subject to Tax-Related Items in more than one jurisdiction, mandatory repayment by you acknowledge that to the Company and/or the Employer (or former employerif, as applicable) may of the Grant Date, the Company has in place a “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. Applicable Law The validity and construction of this Agreement will be required governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to withhold or account for Tax-Related Items in more than one the substantive laws of any other jurisdiction. Prior to The Plan The text of the Plan is incorporated into this Agreement. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Stock Units. Any prior agreements, commitments, or negotiations concerning the Restricted Stock Units are hereby superseded; except that any relevant taxable written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement or tax withholding eventany other written agreement between you and the Company or any Affiliate, as applicable, will govern and supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting this grant, you agree to make adequate arrangements satisfactory give explicit consent to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy process any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Itemspersonal data.

Evidence of Issuance. The issuance of the shares of Stock underlying the RSUs covered by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or the issuance of one or more Stock certificates. You will have no further rights with regard to a RSU once the share of Stock related to such RSU has been issued to you. Withholding Regardless of any action taken by the Company or, if different, your Employer, the ultimate liability for all income tax, social 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 (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the RSUs or any aspect of Plan 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (iiEmployer;(ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (ivand/or(iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. .Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan). The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.

Evidence of Issuance. The issuance of the shares Stock under the grant of Restricted Stock underlying the RSUs covered evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry or direct entry, registration or the issuance of one or more Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. You As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will have no further rights with regard be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to a RSU once the share terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock related to such RSU has been issued to youin the event your Service terminates for any reason. Withholding Regardless Forfeiture of Rights If you should take actions in material violation or breach of any action taken non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to all or a portion of any Restricted Stock awarded under this Agreement, and any such forfeited Restricted Stock shall immediately expire; provided, however that the value of the forfeited Restricted Stock shall not exceed [120%] of the Company’s good faith determination of the maximum amount of its and its affilliates’ aggregate potential or actual damages arising out of such violation or breach. In addition, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Shares or any other shares or making a cash payment or a combination of these methods as determined by the Company orin its sole discretion); provided, if differenthowever, that the value of the cash payment required by the foregoing shall not exceed [120% of] the Company’s good faith determination of the maximum amount of its and its affiliates’ aggregate potential or actual damages arising out of your violation or breach. The foregoing forfeiture and payment obligations shall not apply after the occurrence of a [Change in Control/Corporate Transaction]. The foregoing forfeiture and payment obligations are not intended, and shall not be construed, to be a limitation on the Company’s right to otherwise seek in full the recovery from you of any and all damages arising out of your actions under all applicable agreements, laws or otherwise. Leaves of Absence For purposes of this Agreement, your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment Service does not terminate when you go on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, actually withheld a bona fide employee leave of absence that was approved by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including but not limited to, the grant or vesting of the RSUs, the issuance of shares of Stock upon vesting of the RSUs, the subsequent sale of shares of Stock acquired pursuant to such vesting or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure writing if the terms of the RSUs or any aspect of Plan to reduce or eliminate your liability leave provide 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. Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, you authorize the Company and/or the Employercontinued Service crediting, or their respective agents, at their discretion, when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following: (i) withholding from your wages or other cash compensation paid to you by the Company or the Employer; (ii) withholding from proceeds of the sale of shares of Stock acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (iii) requiring you to tender a cash payment to the Company or the Employer in the amount of the Tax-Related Items; and/or (iv) withholding shares of Stock otherwise deliverable upon settlement of the RSUs. Notwithstanding the foregoing if you are subject to Section 16 of the Exchange Act, the Company will withhold shares of Stock to satisfy any applicable Tax-Related Items withholding upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is not feasible under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above or as otherwise approved by the Committee (as constituted in accordance with Section 3.1.2. of the Plan)active employee work. The Company may withhold or account for Tax-Related Items by considering minimum statutory withholding amounts or other withholding rates, including maximum applicable rates in your jurisdiction(s)determines, in its sole discretion, which case you may receive a refund of any over-withheld amount in cash leaves count for this purpose, and will have no entitlement to when your Service terminates for all purposes under the equivalent in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, you will be deemed to have been issued the full number of shares of Stock subject to the RSUs, notwithstanding that a number of shares of Stock are held back solely for the purpose of satisfying the Tax-Related Items. Finally, you agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue and/or deliver shares of Stock or proceeds from the sale of shares of Stock, if you fail to comply with your obligations in connection with the Tax-Related ItemsPlan.