Tax Liability and Withholding.
(a) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (ii) does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. Unless the Participant’s obligations with respect to the Tax Related Items are satisfied by the exercise date, the Company shall have no obligation to recognize the exercise and therefore no obligation to issue such shares of Stock issuable upon such exercise.
(b) Notwithstanding anything in the Plan or this Agreement to the contrary, and in addition to any form of payment elected by the Participant on an exercise form approved by the Administrator, the Participant agrees to the following methods of satisfying the Tax Related Items on behalf of the Participant in connection with any exercise of the Option, in the discretion of the Company: (i) through the automatic withholding of a sufficient number of shares of Stock otherwise deliverable in settlement of the Option, applying procedures approved by the Administrator, such withheld shares having an aggregate Fair Market Value on the date of exercise that shall not exceed the minimum amount of the Tax Related Items (or such other amount as the Administrator determines will not result in additional compensation expense for financial accounting purposes under applicable financial accounting principles); (ii) through the deduction from any other payment otherwise due to the Participant at the time of exercise; or (iii) a combination of any or all of the foregoing.
(c) Unless otherwise determined by the Administrator, the Participant may satisfy the tax withholding obligation by surrendering of shares subject to the Option or by delivering shares of Stock owned by the Participant (having in either case, an aggregate Fair Market Value on the date of exercise equal to the amount of the Tax Related Items).