Regardless of any action the Company or your Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Cash-Based Awards, including the grant of Cash-Based Awards and any cash payments made by the Company in settlement of the Cash-Based Awards; and (b) do not commit to structure the terms of the grant or any aspect of the Cash-Based Award to reduce or eliminate your liability for Tax-Related Items.