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 Regardless of any action
taken by the Company or, if different, the
Employer Subsidiary which employs the
ultimate liability for Grantee (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits benefit tax, payment on account or other tax-related items related to the
Participant's Grantee's participation in the Plan
... and legally applicable or deemed legally applicable to the Participant Grantee ("Tax-Related Items") Items"), the 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 amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges 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, Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, Units, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise and upon vesting, the receipt payment of any dividend equivalents on the Units or the payment of any dividends and/or any other distributions; on the shares of Stock; 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 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 (b) In connection with 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 Grantee shall pay 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 Grantee authorizes the Company and/or the Employer, or their respective agents, at in their sole discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following methods: (i) withholding from the Participant's Grantee's wages or other cash compensation paid payable to the Participant Grantee by the Company and/or Company, the Employer; Employer, or any other Subsidiary; (ii) withholding from proceeds of the sale of Shares shares of Stock acquired at exercise of the Option vesting 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 consent); (iii) withholding in Shares shares of Stock otherwise issuable to be issued the Grantee upon exercise vesting of the Option; provided, however, that if Units; or (iv) any other method of withholding determined by the Participant is a Section 16 officer of Company, to the Company extent 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 Plan and 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. 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 rates applicable rates, in the Grantee's jurisdiction(s), in which case the Participant will Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent amount in shares of Stock. In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in shares of Stock), from the Company or the Employer; otherwise, the Grantee may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Grantee may be required to pay any 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, for tax purposes, the Participant Grantee is 2RSU Standard Terms deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, vested Units, notwithstanding that a number of the Shares are shares is held back solely for the purpose of paying the Tax-Related Items (d) 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 Grantee'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 shares of Stock in payment of any earned and vested Units, or the proceeds of from 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 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 Regardless of any action
taken by the Company or, if different, the
Employer Subsidiary which employs the
ultimate liability for Grantee (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits benefit tax, payment on account or other tax-related items related to the
Participant's Grantee's participation in the Plan
... and legally applicable or deemed legally applicable to the Participant Grantee ("Tax-Related Items") Items"), the 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 amount, if any, actually withheld by the Company or the Employer. The Participant Grantee further acknowledges 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, Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, Units, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise and upon vesting, the receipt payment of any dividend equivalents on the Units or the payment of any dividends and/or any other distributions; on the shares of Stock; 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 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 (b) In connection with 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 Grantee shall pay 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 Grantee authorizes the Company and/or the Employer, or their respective agents, at in their sole discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following methods: (i) withholding from the Participant's Grantee's wages or other cash compensation paid payable to the Participant Grantee by the Company and/or Company, the Employer; Employer, or any other Subsidiary; (ii) withholding from proceeds of the sale of Shares shares of Stock acquired at exercise of the Option vesting 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 consent); (iii) withholding in Shares shares of Stock otherwise issuable to be issued the Grantee upon exercise vesting of the Option; provided, however, that if Units; or (iv) any other method of withholding determined by the Participant is a Section 16 officer of Company, to the Company extent 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 Plan and 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. 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 rates applicable rates, in the Grantee's jurisdiction(s), in which case the Participant will Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent amount in shares of Stock. In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent amount in shares of Stock), from the Company or the Employer; otherwise, the Grantee may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Grantee may be required to pay any 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, for tax purposes, the Participant Grantee 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 Units, 5RSU Standard Terms notwithstanding that a number of the Shares are shares is held back solely for the purpose of paying the Tax-Related Items (d) 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 Grantee'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 shares of Stock in payment of any vested Units, or the proceeds of from 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 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 You acknowledge that, regardless of any action taken by the Company or, if different, the
Employer Related Entity retaining you, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits 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 Participant yo...u ("Tax-Related Items") Items"), is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Related Entity. You further acknowledges acknowledge that the Company and/or the Employer (1) Related Entity (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, RSUs, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Stock Unit, the subsequent sale of Shares acquired pursuant to such exercise issuance 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 RSUs 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 applicable) Related Entity 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 Related Entity to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, Related Entity, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) by one or a combination of the following: (a) 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) Related Entity; (b) withholding from proceeds of the sale of Shares acquired at exercise upon settlement -2- of the Option RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) (c) withholding in Shares to be issued upon exercise settlement 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) RSUs. Depending on the withholding method, 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 you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock 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 Restricted Stock Unit, 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, Related Entity any amount of Tax-Related Items that the Company or the Employer it 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 or the proceeds of the sale of Shares Shares, if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. Notwithstanding the above, if you are classified as an Officer, you shall be restricted to alternative (3) above for purposes of satisfying all Tax-Related Items, unless this withholding method is not permissible under the applicable laws of the country in which you reside, or the Company has authorized an alternative method for the relative taxable event.
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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 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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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 or your employer (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 items related to
the Participant's your participation in the Plan and legally applicable to
yo...u ("Tax-Related Items"), by accepting the Participant ("Tax-Related Items") Award, you acknowledge that 4 the ultimate liability for all 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 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 Performance Stock Units 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 have become subject to Tax-Related Items tax in more than one jurisdiction between the Date date of Grant 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 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 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 authorizes you authorize 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) by one or a combination of the following: (1) 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) (2) withholding from proceeds of the sale of Shares acquired at exercise upon vesting of the Option Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) without further consent; authorization); or Appendix B - 2 (iii) (3) withholding in Shares to be issued upon exercise vesting 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 Performance Stock Units. To avoid negative 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, treatment, 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 will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. rates. 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 Performance Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) due as a result of any aspect of your participation in the Plan. Finally, the Participant agrees to you 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 your 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 you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. For tax withholding purposes, the value of vested Shares will be based on the fair market value defined as the average of the high and low of the stock price reported on the date of delivery or such other reasonable and permissible date as determined by the Plan Administrator.
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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 employer (the "Employer") take with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account
or and other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
yo...u ("Tax-Related Items"), you 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 actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and 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, including, but not limited to, award, including the grant, vesting or exercise settlement of the Option, RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement 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 award or any aspect of the Option RSUs 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) 1 Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to satisfy any withholding obligation the Company and/or the Employer to satisfy all may have for Tax-Related Items. 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 from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) by one or a combination of the following methods: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold otherwise deliverable cash or Shares having a value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned Shares having a value equal to the Tax-Related Items to be withheld, (d) withholding from proceeds of the sale of the 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 your behalf pursuant to this authorization) without further consent; authorization), or Appendix B - 2 (iii) withholding (e) any other arrangement approved by the Company and permissible under applicable law; in Shares to all cases, under such rules as may be issued upon exercise of established by the Option; 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 in Shares upon method of withholding shall be a mandatory sale under (d) above (unless the relevant Committee shall establish an alternate method prior to the 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) event). 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 up to the maximum applicable rates, rate in your jurisdiction 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. equivalent in Shares. 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 to pay to the Company or the Employer, any amount of Tax-Related Items you acknowledge that the Company or the Employer may be required has no obligation 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 from the sale of Shares if to you until you have satisfied 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 Employee acknowledges
and agrees that, regardless of any action taken by the Company or, if different, the
Employer Employee's employer (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 Employee's participation in the Plan and legally applicable to the
Particip...ant Employee ("Tax-Related Items") is and remains the Participant's Employee's responsibility and may exceed the amount actually (if any) withheld by the Company or the Employer. The Participant Employee 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 Option, PRSUs, including, but not limited to, the grant, vesting or exercise settlement of the Option, the subsequent sale of Shares acquired pursuant to such exercise and PRSUs, the receipt of any dividends and/or any other distributions; on Shares, 1 Exhibit 10.3and the subsequent sale of 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 PRSUs to reduce or eliminate the Participant's Employee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Employee 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 Employee 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 Notwithstanding paragraph 5, prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to Employee 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 Company shall withhold in Shares otherwise deliverable to the Employee having a Fair Market Value equal to an amount that satisfies the Tax-Related Items required to be withheld. In the event that such withholding in Shares is problematic under applicable tax, securities, or other laws or has materially adverse accounting consequences, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations obligations, if any, with regard to all Tax-Related Items by: (i) by one or a combination of the following: a. withholding from the Participant's Employee's wages or other cash compensation paid to the Participant Employee by the Company and/or the Employer; or (ii) b. withholding from proceeds of the sale of Shares acquired at exercise upon vesting/settlement of the Option PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Employee's behalf pursuant to this authorization) 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 consent). The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable rates, in the Employee's jurisdiction, in which case the Participant will Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Employee is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested PRSUs, 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 to Employee 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 Employee'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 Employee fails to comply with the Participant's Employee'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 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 Optionee's participation in the
... Plan 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 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) (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. Items to the extent applicable. 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: 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 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 3 (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) 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) 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 Optionee's participation in the Plan 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 acknowledges Optionee acknowledge that, regardless of any action taken by the Company or, if different, the
Employer Optionee's employer ("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
Participant...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 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 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, to satisfy their 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 Option Shares acquired at upon exercise of the this 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; or Appendix B - 2 (iii) consent); (c) withholding in Shares share of Stock to be issued upon exercise of the this Stock Option; provided, however, that if the Participant is a Section 16 officer of or (d) any other method determined by the Company under the Exchange Act, then the Company will withhold to be in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under compliance 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) 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 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 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, 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, 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 of Stock or the proceeds of the sale of Shares the shares of Stock 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, 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 Optionee's participation in the
... Plan 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 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) 4 (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. Items to the extent applicable. 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: 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 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 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) 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) 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 Optionee's participation in the Plan 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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