Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") is and remains the Participant's responsibi
...lity and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless a. Regardless of any action taken by the Company or, if different, the
Employer the ultimate liability for all Affiliate to which you provide Continuous Service (the "Service Recipient") with respect to any income tax, social insurance, payroll tax, fringe benefits tax, payment on
account account, or other tax-related items associated with the grant, vesting or exerc...ise of the Option or sale of the underlying Class A Common Stock or other tax-related items related to the Participant's your participation in the Plan and legally applicable or deemed applicable to you (the "Tax Liability"), you hereby acknowledge and agree that the Participant ("Tax-Related Items") Tax Liability is and remains the Participant's your ultimate responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Service Recipient. You further acknowledges acknowledge that the Company and/or and the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Liability in connection with any aspect of the this Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Class A Common Stock pursuant to such exercise, the subsequent sale of Shares acquired pursuant to such exercise shares of Class A Common Stock, and the receipt payment of any dividends and/or any other distributions; on the shares; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items your Tax Liability or achieve any a particular tax result. Further, if the Participant is you are subject to Tax-Related Items Tax Liability in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, you acknowledge that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items Tax Liability in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, Further, if
different, the Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related you are subject to
the Participant's participation Tax Liability in
the Plan and legally applicable to the Participant ("Tax-Related Items") is a...nd remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges more than one jurisdiction, you acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items Tax Liability in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, Tax Liability. As further provided in Section 8 of the Participant authorizes Plan, you hereby authorize the Company and/or the Employer, or their respective agents, at their discretion, and any applicable Service Recipient to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied Tax Liability by one or a combination of methods the following methods: (i) and (ii) above. (c) Depending on causing you to pay any portion of the withholding method, Tax Liability in cash or cash equivalent in a form acceptable to the Company and/or the Service Recipient; (ii) withholding from any compensation otherwise payable to you by the Company or the Service Recipient; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award; provided, however, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Board or the Company's Compensation Committee; (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares of Common Stock to be delivered in connection with your Restricted Stock Units to satisfy the Tax Liability and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax Liability directly to the Company or the Service Recipient; and/or (v) any other method determined by the Company to be in compliance with Applicable Law. Furthermore, you agree to pay or reimburse the Company or the Service Recipient any amount the Company or the Service Recipient may be required to withhold, collect or pay as a result of your participation in the Plan or that cannot be satisfied by the means previously described. In the event it is determined that the amount of the Tax Liability was greater than the amount withheld by the Company and/or the Service Recipient (as applicable), you agree to indemnify and hold the Company and/or the Service Recipient (as applicable) harmless from any failure by the Company or the applicable Service Recipient to withhold the proper amount. (c)The Company and/or the Service Recipient may withhold or account for Tax-Related Items your Tax Liability by considering applicable minimum statutory withholding rates amounts or other withholding rates applicable withholding rates, in your jurisdiction(s), including (i) maximum applicable rates, rates in which case your jurisdiction(s). In the Participant will event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have from the Company or the Service Recipient (with no entitlement to the Common Stock equivalent. equivalent), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any Tax Liability directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Tax Liability withholding obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the vested portion of the Option that is exercised, RSU Award, 2. notwithstanding that a number of the Shares are shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items such Tax Liability. (d)You acknowledge that the Company or the Employer you may be required to withhold or account for as a result of the Participant's participation not participate in the Plan that cannot be satisfied by and the means previously described. The Company may refuse shall have no obligation to issue or deliver shares of Common Stock until you have fully satisfied any applicable Tax Liability, as determined by the Shares Company. Unless any withholding obligation for the Tax Liability is satisfied, the Company shall have no obligation to issue or the proceeds deliver to you any Common Stock in respect of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. RSU Award.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Recipient acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related... to Tax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Recipient is and remains the Participant's Recipient's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Option, including, but not limited to, the grant, grant or vesting of this Award or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise this Award; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option this Award to reduce or eliminate the Participant's Recipient's liability for Tax-Related Items or achieve Items. (b)Prior to the time any particular tax result. Further, if the Participant is subject to Tax-Related Items become due in more than one jurisdiction between connection with this Award, the Date of Grant and the date of any relevant taxable Recipient shall pay or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. minimum withholding obligations of the Company. In this regard, the Participant Recipient 7 RSU17 RSU 072016 authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable minimum Tax-Related Items by: (i) withholding legally payable by the Recipient from the Participant's Recipient's wages or other cash compensation paid to the Participant Recipient by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of Shares. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that the Recipient acquires to this authorization) without further consent; or Appendix B - 2 (iii) meet the minimum withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, withhold in Shares, provided that the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case only withholds the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject necessary to satisfy the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) minimum withholding amount. Finally, the Participant agrees to Recipient shall pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds of the sale of Shares if the Participant Recipient fails to comply with the Participant's Recipient's obligations in connection with the Tax-Related Items. Items as described in this Section 10. (c)The Recipient acknowledges the receipt of tax information relating to this Award, including the need to consult the Recipient's own tax advisors.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the
Employer the ultimate liability for all Affiliate to which you provide Continuous Service (the "Service Recipient") with respect to any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items
associated with the grant or vesting of the RSU Award o...r sale of the underlying Common Stock or other tax-related items related to the Participant's your participation in the Plan and legally applicable or deemed applicable to you (the "Tax Liability"), you hereby acknowledge and agree that the Participant ("Tax-Related Items") Tax Liability is and remains the Participant's your ultimate responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Service Recipient. You further acknowledges acknowledge that the Company and/or and the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Liability in connection with any aspect of the Option, this RSU Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, RSU Award, the issuance of Common Stock pursuant to such vesting, the subsequent sale of Shares acquired pursuant to such exercise shares of Common Stock, and the receipt payment of any dividends and/or any other distributions; on the shares; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option RSU Award to reduce or eliminate the Participant's liability for Tax-Related Items your Tax Liability or achieve any a particular tax result. Further, if the Participant is you are subject to Tax-Related Items Tax Liability in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, you acknowledge that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items Tax Liability in more than one jurisdiction. (b) Prior The Company shall be entitled to withhold the amount of applicable Tax Liability due in any relevant taxable manner provided in Section 8 of the Plan, including, at your election, by having the Company withhold shares of Common Stock from the shares of Common Stock issued or tax withholding event, as applicable, otherwise issuable to you in connection with the Participant agrees to make adequate arrangements satisfactory Award, with such shares of Common Stock having a value equal to the Tax Liability due. Such shares of Common Stock which are withheld shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made by you with respect to all or any portion of the shares of Common Stock to be delivered pursuant to the Restricted Stock Units. (c) The Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company Service Recipient may withhold or account for Tax-Related Items your Tax Liability by considering applicable minimum statutory withholding rates amounts or other withholding rates applicable withholding rates, in your jurisdiction(s), including (i) maximum applicable rates, rates in which case your jurisdiction(s). In the Participant will event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have from the Company or the Service Recipient (with no entitlement to the Common Stock equivalent. equivalent), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any Tax Liability directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Tax Liability withholding obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the vested portion of the Option that is exercised, RSU Award, notwithstanding that a number of the Shares are shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items such Tax Liability. (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items You acknowledge that the Company or the Employer you may be required to withhold or account for as a result of the Participant's participation not participate in the Plan that cannot be satisfied by and the means previously described. The Company may refuse shall have no obligation to issue or deliver shares of Common Stock until you have fully satisfied any applicable Tax Liability, as determined by the Shares Company. Unless any withholding obligation for the Tax Liability is satisfied, the Company shall have no obligation to issue or the proceeds deliver to you any Common Stock in respect of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. RSU Award.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Recipient acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related... to Tax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Recipient is and remains the Participant's Recipient's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Option, including, but not limited to, the grant, grant or vesting of this Award or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise this Award; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option this Award to reduce or eliminate the Participant's Recipient's liability for Tax-Related Items or achieve Items. (b)Prior to the time any particular tax result. Further, if the Participant is subject to Tax-Related Items become due in more than one jurisdiction between connection with this Award, the Date of Grant and the date of any relevant taxable Recipient shall pay or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. minimum withholding obligations of the Company. In this regard, the Participant Recipient authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable minimum Tax-Related Items by: (i) withholding legally payable by the Recipient from the Participant's Recipient's wages or other cash compensation paid to the Participant Recipient by 8 PSR17 PSA Revenue 081916 the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of Shares. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that the Recipient acquires to this authorization) without further consent; or Appendix B - 2 (iii) meet the minimum withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, withhold in Shares, provided that the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case only withholds the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject necessary to satisfy the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) minimum withholding amount. Finally, the Participant agrees to Recipient shall pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds of the sale of Shares if the Participant Recipient fails to comply with the Participant's Recipient's obligations in connection with the Tax-Related Items. Items as described in this Section 11.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless General. Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Participant acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items... related to the Participant's participation in the Plan and legally applicable to Tax-Related Items owed by the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by that the Company or the Employer. The Participant further acknowledges an Affiliate that the Company and/or the Employer (1) make Participant provides Services to (the "Employer") (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, PSUs and Additional PSUs or the subsequent sale of any Shares acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve Items. (b) Withholding. Prior to vesting of any particular tax result. Further, if PSUs and Additional PSUs, the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable shall pay or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding Employer or from proceeds of the sale of Shares acquired at exercise of any Shares. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on or Employer may (i) sell or arrange for the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in sale of any Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of acquires to meet the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that retain a number of the Shares are held back solely for PSUs and Additional PSUs otherwise payable, provided that the purpose Company only retains a number of paying PSUs and Additional PSUs necessary to satisfy no more than the Tax-Related Items (d) required withholding amount (not to exceed maximum statutory rates). Finally, the Participant agrees to shall pay to the Company or the Employer, and/or Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the any Shares or the proceeds of the sale of Shares make any payment with respect to any earned and vested PSUs and Additional PSUs if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 5. 4 6. Transferability; Unfunded Arrangement. Until such time as the PSUs and Additional PSUs become earned and vested in accordance with this Agreement, the PSUs and Additional PSUs, and any rights relating thereto, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, other than in connection with the Participant's death. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the PSUs and Additional PSUs or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the PSUs and Additional PSUs will be forfeited by the Participant and all of the Participant's rights to such PSUs and Additional PSUs shall immediately terminate without any payment of consideration by the Company. PSUs and Additional PSUs constitute an unfunded and unsecured obligation of the Company.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Recipient acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related... to Tax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Recipient is and remains the Participant's Recipient's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Option, including, but not limited to, the grant, grant or vesting of this Award or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise this Award; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option this Award to reduce or eliminate the Participant's Recipient's liability for Tax-Related Items or achieve Items. (b)Prior to the time any particular tax result. Further, if the Participant is subject to Tax-Related Items become due in more than one jurisdiction between connection with this Award, the Date of Grant and the date of any relevant taxable Recipient shall pay or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. minimum withholding obligations of the Company. In this regard, the Participant Recipient authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable minimum Tax-Related Items by: (i) withholding legally payable by the Recipient from the Participant's Recipient's wages or other cash compensation paid to the Participant Recipient by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of Shares. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that the Recipient acquires to this authorization) without further consent; or Appendix B - 2 (iii) meet the minimum withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, withhold in Shares, provided that the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case only withholds the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject necessary to satisfy the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) minimum withholding amount. Finally, the Participant agrees to Recipient shall pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds of the sale of Shares if the Participant Recipient fails to comply with the Participant's Recipient's obligations in connection with the Tax-Related Items. Items as described in this Section 10. (c)The Recipient acknowledges the receipt of tax information relating to this Award, including information on Code Section 83(b) elections and the need to consult the Recipient's own tax advisors. 6 RS117 (1 Year) RSA 093016 11. Plan Provisions. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control, except that capitalized terms specifically defined in this Agreement shall have the meaning given to them in this Agreement with respect to their usage in this Agreement, notwithstanding the definitions given to such terms in the Plan (which definitions shall control as they relate to the usage of such terms in the Plan).
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Responsibility for Taxes.
This (a) You hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision
supplements Section 6 for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the "Withholding Obligation") in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company shall have no obli...gation to deliver to you any Common Stock in respect of the Nonqualified RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock Option Agreement: (a) The Participant acknowledges that, regardless or it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. (b) Regardless of any action taken by the Company or, if different, the Employer the ultimate liability for all Affiliate to which you provide continuous service (the "Service Recipient") with respect to any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items associated with the grant or vesting of the RSU Award or sale of the underlying Common Stock or other tax-related items related to the Participant's your participation in the Plan and legally applicable or deemed applicable to you (the "Tax Liability"), you hereby acknowledge and agree that the Participant ("Tax-Related Items") Tax Liability is and remains the Participant's your ultimate responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Service Recipient. You further acknowledges acknowledge that the Company and/or and the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Liability in connection with any aspect of the Option, this RSU Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, RSU Award, the issuance of Common Stock pursuant to such vesting, the subsequent sale of Shares acquired pursuant to such exercise shares of Common Stock, and the receipt payment of any dividends and/or any other distributions; on the shares; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option RSU Award to reduce or eliminate the Participant's liability for Tax-Related Items your Tax Liability or achieve any a particular tax result. Further, if the Participant is you are subject to Tax-Related Items Tax Liability in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, you acknowledge that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items Tax Liability in more than one jurisdiction. (b) Prior 2 RSU Number 01-2022 (c) The Company shall be entitled to any relevant taxable withhold the amount of applicable Tax Liability due, including, at your election, by having the Company withhold shares of Common Stock from the shares of Common Stock issued or tax withholding event, as applicable, otherwise issuable to you in connection with the Participant agrees to make adequate arrangements satisfactory Award, with such shares of Common Stock having a value equal to the Tax Liability due. Such shares of Common Stock which are withheld shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made by you with respect to all or any portion of the shares of Common Stock to be delivered pursuant to the Restricted Stock Units. (d) The Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company Service Recipient may withhold or account for Tax-Related Items your Tax Liability by considering applicable minimum statutory withholding rates amounts or other withholding rates applicable withholding rates, in your jurisdiction(s), including (i) maximum applicable rates, rates in which case your jurisdiction(s). In the Participant will event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have from the Company or the Service Recipient (with no entitlement to the Common Stock equivalent. equivalent), or if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any Tax Liability directly to the applicable tax authority or to the Company and/or the Service Recipient. If the Tax Liability withholding obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the vested portion of the Option that is exercised, RSU Award, notwithstanding that a number of the Shares are shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items such Tax Liability. (e) You acknowledge that the Company or the Employer you may be required to withhold or account for as a result of the Participant's participation not participate in the Plan that cannot be satisfied by and the means previously described. The Company may refuse shall have no obligation to issue or deliver shares of Common Stock until you have fully satisfied any applicable Tax Liability, as determined by the Shares Company. Unless any withholding obligation for the Tax Liability is satisfied, the Company shall have no obligation to issue or the proceeds deliver to you any Common Stock in respect of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. RSU Award.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action
taken by the
Company or, if different, Corporation takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Grantee acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items ...related to Tax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Grantee is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make Corporation (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, Units or the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Items. (b) Prior to any relevant taxable vesting of the Units, the Grantee shall pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Corporation to satisfy all Tax-Related Items. minimum withholding obligations of the Corporation. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Corporation to satisfy their withholding obligations with regard to withhold all applicable minimum Tax-Related Items by: (i) withholding legally payable by the Grantee from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; Corporation or (ii) withholding from proceeds of the sale of Shares acquired at exercise the shares of Common Stock. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic extent permissible under applicable tax law, the Corporation may (i) sell or securities law or has materially adverse accounting consequences, in which case, arrange for the sale of shares of Common Stock that the Grantee acquires to meet the minimum withholding obligation for Tax-Related Items may be satisfied by one or a combination Items, and/or (ii) withhold shares of methods (i) and (ii) above. (c) Depending on Common Stock, provided that the withholding method, Corporation only withholds the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund amount of any over-withheld amount in cash and will have no entitlement to the shares of Common Stock equivalent. If necessary to satisfy the obligation for Tax-Related Items is satisfied by minimum withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) amount. Finally, the Participant agrees to Grantee shall pay to the Company or the Employer, Corporation any amount of Tax-Related Items that the Company or the Employer Corporation may be required to withhold or account for as a result of the Participant's Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company Corporation may refuse to issue or and deliver the Shares or the proceeds shares of the sale Common Stock in payment of Shares any earned and vested Units if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items as described in this Section 4.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the
Company or, Company, or if different, the
Employer the ultimate liability for Employer, takes with respect to any or all income tax, social insurance, payroll
tax, tax , fringe
benefits benefit tax, payment on account or other tax-related items related to the
Participant's Recipient's participation in the Plan
and legally appl...icable to ("Tax-Related Items"), the Participant ("Tax-Related Items") Recipient acknowledges that the ultimate liability for all Tax-Related Items owed by the Recipient is and remains the Participant's Recipient's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, SARs, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise SARs; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option SARs to reduce or eliminate the Participant's Recipient's liability for Tax-Related Items or achieve any a particular tax result. Further, if the Participant Recipient is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant Recipient acknowledges and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges agrees that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Recipient authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) by withholding from the Participant's Recipient's wages or other cash compensation or from the cash paid to the Participant Recipient by the Company and/or or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued Employer upon exercise of the Option; provided, however, that if SARs or any other method determined by the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under Committee and permitted by applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the laws. (c)The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amount or other applicable withholding rates, including maximum applicable rates, in which case the Participant will Recipient may receive a refund of any over-withheld amount in cash and will have no entitlement to cash, or, if not refunded, the Common Stock equivalent. If Recipient may seek a refund from the obligation for Tax-Related Items is satisfied by withholding in Shares, for local tax purposes, authorities. (d)Finally, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to Recipient shall pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver make the Shares or the proceeds of the sale of Shares payment if the Participant Recipient fails to comply with the Participant's Recipient's obligations in connection with the Tax-Related Items. Items as described in this Section 22. 11 IIVI SAR 111618 23. Rights Unsecured. The Recipient shall have only II-VI's unfunded, unsecured promise to pay pursuant to the terms of this Agreement. The rights of the Recipient hereunder shall be that of a general unsecured creditor of the Company, and the Recipient shall not have any security interest in any assets of the Company.
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