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 replaces Section
6 4 of
Exhibit A to the
Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Agreement.Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the
Participant's Optionee's participation in the Plan and legally applica
...ble to the Participant Optionee or deemed by the Company or the Employer to be an appropriate charge to the Optionee even if technically due by the Company or the Employer ("Tax-Related Items") Items"), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee 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 issuance of shares of Class B Common Stock upon exercise of the Option, the subsequent sale of Shares shares of Class B Common Stock acquired pursuant to such exercise issuance and the receipt of any dividends and/or any other distributions; dividends; 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 Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Optionee has become subject to Tax-Related Items tax in more than one jurisdiction between jurisdiction, the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee 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 jurisdiction.Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee 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 by one or a combination of the following: (1)withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or (ii) withholding Employer;(2)withholding from proceeds of the sale of Shares shares of Class B Common Stock acquired at upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) without further consent; authorization); or Appendix B - 2 (iii) withholding (3)withholding in Shares shares to be issued upon exercise of the Option; provided, however, that Option. Notwithstanding the above, if the Participant Optionee is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares shares to be issued upon exercise of the relevant taxable or tax withholding event, as applicable, Option, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, case the obligation for Tax-Related Items Optionee may be satisfied by one or a combination elect the form of methods (i) and (ii) above. (c) Depending withholding from the alternatives above.To avoid negative accounting treatmentDepending 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 Optionee 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, shares, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares shares subject to the portion of the Option that is exercised, exercised Option, notwithstanding that a number of the Shares shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, due as a result of any aspect of the Participant agrees to Optionee's participation in the Plan.Finally, the Optionee 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 Optionee's participation in the Plan that cannot be are not, in the discretion of the Company or the Employer, satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Class B Common Stock, if the Participant Optionee fails to comply with the Participant's Optionee'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 Regardless of any action
taken by the Company
or, or your employer, if different,
the Employer the ultimate liability for (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax,
fringe benefits tax, payment on account or other tax-related
withholding items related to
the Participant's your participation in the Plan and legally app
...licable to you ("Tax-Related Items"), you hereby acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, Award, the issuance of shares of Common Stock pursuant to such Award, the subsequent sale of Shares acquired pursuant to such exercise shares of Common Stock 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 Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any a particular tax result. Further, if the Participant is you are 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 jurisdiction, you acknowledge 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 you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, Employer or their respective agents, at in their discretion, sole discretion and without any notice or authorization by you, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) by one or a combination of the following methods: (a) withholding from the Participant's your wages or other cash compensation paid to the Participant payable by the Company and/or or the Employer; Employer to you through payroll or (ii) otherwise; (b) withholding from proceeds of the sale of Shares acquired at exercise settlement of the Option either through a voluntary sale or Award through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); 6 (c) upon your request and subject to approval by the Company, in its sole discretion, and compliance with Applicable Laws, withholding in from fully vested Shares otherwise issuable to be issued you upon exercise the settlement of the Option; provided, however, that if Award a number of whole Shares having a Fair Market Value, determined by the Participant is a Section 16 officer Company as of the Company under date of vesting, not in excess of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use maximum applicable rate 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 withholding; or (d) any other arrangement approved by the Company. Notwithstanding the foregoing, in the event all or any portion of the Award is settled prior to the date that is 375 days following the Closing due to any acceleration of vesting, the Tax-Related Items will be satisfied by one or the Company withholding from fully vested Shares otherwise issuable to you upon the settlement of the Award a combination number of methods (i) and (ii) above. (c) Depending on whole Shares having a Fair Market Value, determined by the withholding method, Company as of the date of vesting, not in excess of the maximum applicable rate of Tax-Related Items withholding. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other withholding rates applicable withholding rates, in your jurisdiction(s), including maximum applicable rates, in which case the Participant will you may 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 you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees you agree to pay to the Company or the Employer, including through withholding from your wages or other cash compensation payable to you by the Company and/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 your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Common Stock or the proceeds of from the sale of Shares shares of Common Stock, if the Participant fails you fail to comply with the Participant's your 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 Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary which employs the Optionee (the "Employer"), the ultimate liability for all
Federal, state and other income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other
tax-related tax related items related to the
Participant's participation in the Plan Optio...nee's Award and legally applicable to the Participant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the this Stock Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee 4 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 (a)Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) withholding by one or a combination of the following: (i)withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or (ii) withholding (ii)withholding from proceeds of the sale of Option Shares acquired at upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) authorization without further consent; consent); or Appendix B - 2 (iii) withholding (iii)withholding in Option Shares to be issued upon exercise of the Option; provided, however, Option a number of shares of Stock with an aggregate Fair Market Value that if would satisfy the Participant is a Section 16 officer of minimum withholding amount due; or (iv)by any other method deemed by 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 to comply with 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 laws. (b)Depending on the withholding method, method and subject to the foregoing, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent in shares. If the obligation for Tax-Related Items is satisfied by withholding in Option Shares, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Option Shares subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Option Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, Items. (c)Finally, the Participant Optionee agrees to 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 participation in Optionee's acceptance of the Plan Stock Option that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Option Shares or the proceeds of the sale of Option Shares if the Participant Optionee fails to comply with the Participant's his or her 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 Optionee acknowledges that, regardless of any action taken by the Company
or, if different, or the
Employer subsidiary employing the Optionee (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 Optionee's participation in the Plan and legally applicable to the
Pa...rticipant Optionee ("Tax-Related Items") Items"), is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee 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, Stock Options, including, but not limited to, the grant, vesting or exercise settlement of the Option, Stock Options, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise settlement and the receipt of any dividends and/or any other distributions; dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is 4 subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee 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 Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Optionee 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 one or a combination of the following: (a) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or (ii) (b) withholding from proceeds of the sale of Shares shares of Stock acquired at exercise upon vesting/settlement of the Option Stock Options either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) (c) withholding in Shares shares of Stock to be issued upon exercise of the Option; provided, however, that if Stock Options; or (d) any other arrangement approved 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 Administrator and permitted 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) law. 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 Optionee may 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, shares of Stock, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, vested Stock Options, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant Optionee 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 Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Stock, if the Participant Optionee fails to comply with the Participant's Optionee'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 You acknowledge that, regardless of any action taken by the Company or, if different,
the Employer your employer (the "Employer") the ultimate liability for all income tax, social insurance, payroll tax, fringe
benefits benefit tax, payment on account or other
tax-related tax related items related to
the Participant's your participation in the Plan and legally applicable to
the Parti...cipant you ("Tax-Related Items") is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, your Restricted Stock Units, including, but not limited to, the grant, vesting or exercise grant of the Option, Restricted Stock Units, the subsequent vesting and settlement of the Restricted Stock Units, the delivery or sale of any Ordinary Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends, 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 your Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are 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 you acknowledge that the Company and/or the Employer (or former employer, as employer if applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the 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 to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize 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 your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) causing you to tender a cash payment; (iii) withholding from the proceeds of the sale of Ordinary Shares acquired at exercise on settlement of the Option your Restricted Stock Units and sold either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; consent); or Appendix B - 2 (iii) (iv) withholding a number of Ordinary Shares from the Ordinary Shares issued or otherwise issuable to you in Shares to be issued upon exercise of connection with the Option; Award; provided, however, however that if the Participant is a Section 16 officer of the Company under the Exchange Act, you are an Officer, then the Company will withhold in a number of Ordinary Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic not feasible under applicable tax company 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) (i)-(iii) above. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock Ordinary Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in a number of Ordinary Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Ordinary Shares, notwithstanding that a number of the Ordinary Shares are is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant agrees You agree to 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 your participation in the Plan that cannot be satisfied by the means previously described. The Unless the Tax-Related Items of the Company may refuse and any Affiliate are satisfied, the Company will have no obligation to issue or deliver the to you any Ordinary Shares or the proceeds of the sale of Shares if the Participant fails other consideration pursuant to comply with the Participant's obligations in connection with the Tax-Related Items. this 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 that the Company or, if different, the
Employer Affiliate which employs the
ultimate liability for Grantee (the "Employer") takes with respect to any or all income tax, social insurance,
payroll tax, fringe benefits tax,
payroll tax, payment on
account account, or other tax-related items related to the
Participant's Grantee's partici
...pation in the Plan and legally applicable or deemed applicable to him or her ("Tax-Related Items"), the Participant ("Tax-Related Items") Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Stock Units, including, but not limited to, without limitation, the grant, vesting vesting, or exercise settlement of the Option, Restricted Stock Units, the issuance of shares of Stock upon settlement, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise issuance, and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Stock Units to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if The Grantee shall not make any claim against the Participant is subject Company or its Board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Grantee has become subject to tax in more than one jurisdiction between jurisdiction, the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 jurisdiction.Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) withholding by one or a combination of the following:(a)requiring a cash payment by the Grantee to the Company and/or the Employer; or(b)withholding from the Participant's Grantee's wages or other cash compensation paid payable to the Participant him or her by the Company and/or the Employer; or (ii) withholding any of its Affiliates; or (c)withholding from proceeds of the sale of Shares shares of Stock acquired at exercise upon vesting and settlement of the Option Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee's behalf pursuant to this authorization) authorization without further consent; consent); or Appendix B - 2 (iii) withholding in Shares (d)withholding shares of Stock to be issued upon exercise vesting and settlement of the Option; provided, however, that if the Participant is a Section 16 officer of Restricted Stock Units; or(e)any other withholding method determined by the Company to be in compliance with applicable laws and permitted 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 Plan.The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, rates in which case the Participant will Grantee's jurisdiction(s)jurisdiction. In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash and will have through the Employer's normal payroll processes (with no entitlement to the Common Stock equivalent. equivalent in shares of Stock) or if not refunded, the Grantee may seek a refund from the local tax authorities. In the event of under-withholding, the Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, the Grantee is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees to Grantee 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock or the proceeds of the sale of Shares shares of Stock if the Participant Grantee fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items. Items.7.Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as "short-term deferrals" as described in Section 409A of the Code.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The
Participant Grantee acknowledges that, regardless of any action taken by the Company
or, if different, or the Employer
the ultimate liability for with respect to any or all income
tax, tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the
Participant's Grantee's participation
...in the Plan and legally applicable to the Participant Grantee ("Tax-Related Items") Items"), the ultimate liability for all Tax-Related Items is and remains the Participant's Grantee's personal responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, this Award, including, but not limited to, the grant, grant of this Award, the vesting of this Award, the issuance or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and shares of Stock, or the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant this Award or any aspect of the Option Plan to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Grantee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 jurisdiction.Prior to any relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all any Tax-Related Items by: (i) by one or a combination of the following: (a) withholding from the Participant's Grantee's wages or other cash compensation paid payable to the Participant Grantee by the Company and/or the Employer; or (ii) Employer, (b) withholding from proceeds of the sale of Shares acquired at exercise shares of Stock issued under the Option Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent) to cover the Tax-Related Items required to be withheld, and (c) withholding in Shares shares of Stock to be issued upon exercise of vesting under the Option; Plan; provided, however, that if the Participant Grantee is a Section 16 officer of the Company under the U.S. Securities and Exchange Act, then Act of 1934, as amended (the "Exchange Act"), 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 obligations for any Tax-Related Items may shall be satisfied by one or a combination withholding in shares of methods (i) and (ii) above. (c) Depending on Stock to be issued upon vesting under the withholding method, the Plan. The Company may withhold or account for Tax-Related Items by considering the minimum 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. rate. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant is Grantee will be deemed to have been issued the full gross number of Shares subject to the portion shares of the Option that is exercised, Stock, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items (d) Finally, Items.Finally, the Participant Grantee agrees to 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 participation in the Plan Grantee's acceptance of this Award that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock or the proceeds of the sale of Shares shares of Stock if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items.7.Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of this Award are exempt from the requirements of Section 409A of the Code as "short-term deferrals" as described in Section 409A of the Code.
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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, or your employer, if different,
the Employer the ultimate liability for (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax,
fringe benefits tax, payment on account or other tax-related
withholding items related to
the Participant's your participation in the Plan and legally app
...licable to you ("Tax-Related Items"), you hereby acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, Award, the issuance of shares of Common Stock pursuant to such Award, the subsequent sale of Shares acquired pursuant to such exercise shares of Common Stock 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 Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any a particular tax result. Further, if the Participant is you are 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 jurisdiction, you acknowledge 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) 6 Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, Employer or their respective agents, at in their discretion, sole discretion and without any notice or authorization by you, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) by one or a combination of the following methods: (a) withholding from the Participant's your wages or other cash compensation paid to the Participant payable by the Company and/or or the Employer; Employer to you through payroll or (ii) otherwise; (b) withholding from proceeds of the sale of Shares acquired at exercise settlement of the Option either through a voluntary sale or Award through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); (c) upon your request and subject to approval by the Company, in its sole discretion, and compliance with Applicable Laws, withholding in from fully vested Shares otherwise issuable to be issued you upon exercise the settlement of the Option; provided, however, that if Award a number of whole Shares having a Fair Market Value, determined by the Participant is a Section 16 officer Company as of the Company under date of vesting, not in excess of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use maximum applicable rate 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 withholding; or (d) any other arrangement approved by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other withholding rates applicable withholding rates, in your jurisdiction(s), including maximum applicable rates, in which case the Participant will you may 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 you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees you agree to pay to the Company or the Employer, including through withholding from your wages or other cash compensation payable to you by the Company and/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 your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Common Stock or the proceeds of from the sale of Shares shares of Common Stock, if the Participant fails you fail to comply with the Participant's your 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 Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for your actual employer (the "Employer") takes with respect to any or all income tax, social
insurance, insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related
items related to withholding ("Tax-Related Items"), you acknowled...ge that the Participant's participation in the Plan and ultimate liability for all Tax-Related Items legally applicable to the Participant ("Tax-Related Items") due by you is and remains the Participant's your 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option, including, but not limited to, including the grant, vesting or exercise of the this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the this Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, You acknowledge that if the Participant is you are 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 jurisdiction, 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 exercise of the Option, you shall pay 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. Item withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding withhold taxes 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 Shares, through a mandatory sale arranged by the Company (on the Participant's your behalf and pursuant to this authorization) without further consent; authorization). If any amount of Tax-Related Items that the Company or Appendix B - 2 (iii) the Employer may be required to withhold as a result of your participation in the Plan or your purchase of Shares cannot be satisfied by the means previously described, then you authorize the Company or the Employer, and their respective agents, at their discretion, to withhold all applicable Tax-Related Items legally payable by you, if permissible under local law, from your wages or other cash compensation paid to you by the Company and/or the Employer. With the Company's consent, you may request alternative withholding in arrangements, which may also include, if permissible under local law, (a) withholding Shares to that otherwise would be issued upon to you when you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the Option; sale of the Shares through a voluntary sale arranged by the Company, (c) your payment of a cash amount or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold Committee (as constituted in Shares upon accordance with Rule 16b-3 under the relevant Exchange Act) shall establish the method of withholding prior to the taxable or tax withholding event, event. The Fair Market Value of these Shares, determined as applicable, unless of the use effective date of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Option exercise, will be applied as a credit against the Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. 28 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, as determined in which case the Participant sole discretion of the Company or the Employer. In any case, you will not receive a refund from the Company of any over-withheld amount in cash and will have no entitlement to the Common Stock Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested Shares, 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 Items. You acknowledge that the Company or has no obligation to deliver Shares to you until you have satisfied 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. Items as described in this Section.
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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 your actual employer (the "Employer") takes with respect to any or all income tax, social
insurance, insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related
items related to withholding ("Tax-Related Items"), you acknowled...ge that the Participant's participation in the Plan and ultimate liability for all Tax-Related Items legally applicable to the Participant ("Tax-Related Items") due by you is and remains the Participant's your 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 no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option, including, but not limited to, including the grant, vesting or exercise of the this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the this Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, You acknowledge that if the Participant is you are 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 jurisdiction, 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) 3 Prior to any relevant taxable exercise of the Option, you shall pay 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. Item withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by you from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) Employer. With the Company's consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when you exercise this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of Shares acquired at exercise of the Option Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf and pursuant to this authorization) without further consent; authorization), (c) your payment of a cash amount, or Appendix B - 2 (iii) withholding (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in Shares to be issued upon exercise of compliance with the Option; Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold Committee (as constituted in Shares upon accordance with Rule 16b-3 under the relevant Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the taxable or tax withholding event, event. The Fair Market Value of these Shares, determined as applicable, unless of the use effective date of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Option exercise, will be applied as a credit against the Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. 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 you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees you agree to 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 your participation in the Plan or your purchase of Shares that cannot be satisfied by the means previously described. The You acknowledge that the Company may refuse has no obligation to issue or deliver Shares to you until you have satisfied 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. Items as described in this Section.
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