under the Exchange Act, then the Participant may choose to satisfy any withholding obligation through any of the means set forth above, provided that if no election is made within the time period established by the Company, any such withholding obligation will be satisfied by withholding in Shares.
(c) The Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in Participants jurisdiction(s), in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the withholding obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the Vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Tax-Related Items.
(d) Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient may be required to withhold or account for as a result of Participants participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds from the sale of Shares, if Participant fails to comply with Participants obligations for Tax-Related Items.
8. Non-Transferability of Award. Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Board, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution; provided, however, that Participant may transfer the Award to any family member of Participant (as such term is defined in Section A.1(a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended (Form S-8)), to trusts solely for the benefit of such family members and to partnerships or limited liability companies in which such family members and/or trusts are the only partners/members; provided that, (i) as a condition thereof, the transferor and the transferee must execute a written agreement containing such terms as specified by the Board, and (ii) the transfer is pursuant to a gift or a domestic relations order to the extent permitted under the General Instructions to Form S-8. Except to the extent specified otherwise in the agreement the Board provides for Participant and transferee to execute, all vesting, exercisability and forfeiture provisions that are conditioned on Participants Continuous Service shall continue to be determined with reference to Participants employment or service (and not to the status of the transferee) after any transfer of the Award pursuant to this Section 8, and the responsibility to pay any taxes in connection with the Award shall remain with Participant notwithstanding any transfer other than by will or intestate succession.
9. Data Privacy Consent. Participant consents to the collection, use and transfer, in electronic or other form, of Participants personal data as described in this Award Agreement and any other grant materials by and among, as applicable, the Company, the Service Recipient and any other Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing Participants participation in the Plan, to the extent consent is required by applicable law for the collection, use and transfer of the same.
Participant understands that the Company, the Service Recipient and other Affiliates may hold certain personal information about Participant, including, but not limited to, Participants name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in Participants favor (Data), for the purpose of implementing, administering and managing the Plan.