Common Stock subject to your Option upon the occurrence of subsequent events, except as provided in Section 7 or the Plan. Also, to the extent applicable, the Exercise Price has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Internal Revenue Code of 1986, as amended. However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS.
6. Withholding of Taxes. The Company shall be entitled, if necessary or desirable, to deduct and withhold from you, from any amounts due and payable by the Company to you (or secure payment from you in lieu of withholding), the amount of any withholding or other tax due in connection with the issuance, vesting, ownership, modification, adjustment, disposition, exercise or otherwise with respect to your Option or the securities issuable under your Option, and the Company may defer the issuance of shares of Common Stock under your Option unless you make arrangements satisfactory to the Company for your payment of such amounts or indemnification of the Company with respect to such matters. In the event that the Company does not make such deductions or withholdings, you shall indemnify the Company for and remain responsible for any amounts paid or payable by the Company with respect to any such taxes, together with any interest, penalties and additions to tax and any related expenses thereto.
7. Adjustments. In the event of a reorganization, recapitalization, stock dividend or stock split, or combination or other change in the shares of Common Stock, the Committee shall make such adjustments in the number and type of securities authorized by the Plan, the number and type of securities covered by your Option and the Exercise Price specified herein as the Committee may determine to be appropriate and equitable.
(a) Amendment. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of you and the Company. This Agreement may also be amended as provided under the Plan, but no such amendment shall adversely effect your rights under this Agreement without your written consent, unless otherwise permitted by the Plan.
(b) Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
(c) Severability. Whenever possible, each provision of this Agreement (including, Exhibit A and Exhibit B attached hereto) shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
(d) Counterparts and Delivery by Facsimile or Email. This Agreement and any agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement, and, to the extent signed and delivered by means of a facsimile machine or email (including by an attachment thereto (e.g., PDF)), shall be treated in