Regardless of any action the Company takes with respect to any or all income tax (including non-U.S., U.S. federal, state and/or local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), you hereby understand, acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you as a result of this Agreement, including the Relocation Letter, the SPA, or otherwise, is and remains your responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Agreement, including the Relocation Letter, or the SPA; and (b) does not commit to structure the terms of this Agreement, including the Relocation Letter, or the SPA or any aspect of the Retention Payment or other payments or benefits you may receive hereunder, under the Relocation Letter, under the SPA or otherwise to reduce or eliminate your liability for Tax-Related Items. If you are or become subject to taxation in more than one country between the date of this Agreement and the date of any relevant taxable or tax withholding event, as applicable, you hereby understand, acknowledge and agree that the Company may be required to withhold or account for Tax-Related Items in more than one country. Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. For the avoidance of doubt, nothing in this Section 10 shall affect the Tax Equalisation Policy in the Relocation Letter, which shall apply pursuant to its terms during the term of your assignment to the United Kingdom.