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
and agrees that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary to which Participant is providing services (the "Service Recipient"), 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 app
...licable to the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Service Recipient. Participant further acknowledges that the Company and/or the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Stock, including, but not limited to, the grant, grant or vesting of Restricted Stock, or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise at vesting 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 Restricted Stock 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 jurisdiction, Participant acknowledges that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, Service Recipient, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's salary, wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; or Service Recipient, (ii) withholding from proceeds of the sale of the Shares acquired at exercise of the Option Restricted Stock that vest either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) authorization without further consent; consent), (iii) reacquiring Shares of the Restricted Stock, or Appendix B - 2 (iii) withholding in Shares (iv) any method determined by the Administrator to be issued upon exercise in compliance with Applicable Laws. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Option; provided, however, that if Exchange Act at the Participant is a Section 16 officer of time 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 becomes due, the Administrator will satisfy any applicable withholding obligation by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, directing the Company to reacquire Shares of Restricted Stock. (c) The Company and/or the Service Recipient 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 which case Participant's jurisdiction(s). In the event of over-withholding, Participant will may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Common Stock equivalent. equivalent in Shares), or if not refunded, Participant may seek a refund from local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in reacquiring Shares, for tax purposes, the Participant is deemed to have been issued received the full number of Shares subject to the portion of the Option that is exercised, became vested, notwithstanding that a number of the Shares are held back is reacquired solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient 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 permit the Escrow Agent to release the Shares from escrow or to deliver the proceeds of the sale of the Shares acquired upon vesting of the Restricted Stock, if the Participant 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
and agrees that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary to which Participant is providing services (the "Service Recipient"), 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 app
...licable to the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Service Recipient. Participant further acknowledges that the Company and/or the Employer (1) Service Recipient: (i) 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, the grant, grant or vesting of Restricted Stock Units, or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise at vesting 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 Restricted Stock Units 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 jurisdiction, Participant acknowledges that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, Service Recipient, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's salary, wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; or Service Recipient; (ii) withholding from proceeds of the sale of the Shares acquired at exercise of subject to the Option Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 consent); (iii) withholding in Shares subject to the Restricted Stock Units; or (iv) any method determined by the Administrator to be issued upon exercise in compliance with Applicable Laws. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Option; provided, however, that if Exchange Act at the Participant is a Section 16 officer of time 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 becomes due, the Administrator will satisfy any applicable withholding obligation by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, directing the Company to withhold Shares subject to the Restricted Stock Units (except in the case of U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued). 3 (c) The Company and/or the Service Recipient 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 which case Participant's jurisdiction(s). In the event of over-withholding, Participant will may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Common Stock equivalent. equivalent in Shares), or if not refunded, Participant may seek a refund from local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued received the full number of Shares subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Items. Participant agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient 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 the Shares acquired upon vesting of the Restricted Stock Units, if the Participant 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 that, regardless of any action taken by the Company or, if different,
the Employer Participant's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account
-4- or other tax-related items related to
the Participant's participation in the Plan and legally applicable to
the Participant ("Tax-Related
Items"...) Items"), is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Further, notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant further acknowledges that with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer (1) make no representations to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable tax withholding obligations legally payable by Participant from his or undertakings regarding her wages or other cash compensation paid to Participant by the treatment Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items in connection with any aspect of by reducing the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale number of Shares acquired pursuant otherwise deliverable 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, Participant. In addition, 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 If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or at any relevant taxable or tax withholding event, as applicable, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Participant agrees to make adequate arrangements satisfactory Restricted Stock Units will be returned 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 no cost 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. Company.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, the Employer the ultimate liability for or any of its Subsidiaries takes with respect to any or all income tax, social
insurance, security, 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") Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. any of its Subsidiaries. The Participant further acknowledges that the Company and/or the Employer (1) its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of to the Option, Options, including, but not limited to, the grant, vesting or exercise of the Option, Options, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such exercise 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 Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is becomes 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 that the Company and/or the Employer (or former employer, as applicable) its Subsidiaries 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, 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 your participation in the Plan and legally applicable to
you ("Tax-Related Items"), by acc...epting the Participant ("Tax-Related Items") Award, you acknowledge that 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 Tax- Related Items in connection with any aspect of the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the issuance of Shares upon exercise of the Stock Option, 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) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Stock Option 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 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 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 any applicable withholding 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 upon exercise of the Stock 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) (3) 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 Stock Option. 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 you will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding Shares equivalent to any over-withheld amount 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) cash. 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. 5/20 13. Transfer of Stock Option. You may not transfer any interest in the Stock Option except by will or the laws of descent and distribution. Any other attempt to dispose of your interest in the Stock Option will be null and void.
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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 A-5Options (Employees) treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, vesting grant or exercise of the Option, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise and upon exercise, or the receipt 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 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 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 of the Option; provided, however, that if or (iv) any other method or 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, exercised Option, notwithstanding that a number of the Shares shares are 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 shares of Stock upon exercise of the Shares Option, 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 3.
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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 tax, payment on account or other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
you or deemed by the
Particip...ant Company or the Employer in its discretion to be an appropriate charge to you even if legally applicable to the Company or the Employer ("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 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 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) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 3 (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 obligations, if any, with regard to all Tax-Related Items by: 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 shares of Common Stock acquired at exercise of the Option 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) authorization without further consent; or Appendix B - 2 (iii) consent); (ii) withholding in Shares shares of Common Stock to be issued upon at exercise of the Option; provided, however, that if option; or (iii) withholding from your salary or other compensation paid to you by the Participant is a Section 16 officer of Company, the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable Employer 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) any other Affiliate. 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 equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the portion of the Option that is exercised, exercised option, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items (d) Items. (c) 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 Company may refuse to issue or deliver the Shares shares or the proceeds of 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 Grantee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary which employs the Grantee (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 Grantee...'s Award and legally applicable to the Participant Grantee ("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) (i) 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, the grant, vesting or exercise settlement of the Option, Restricted Stock Units, the subsequent sale of Shares any shares of Stock acquired pursuant to such exercise under the Award and the receipt of any dividends and/or any other distributions; or dividend equivalents; 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 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 Participant Grantee 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 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 2 (a)Prior to any the 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 obligations, if any, with regard to all Tax-Related Items by: (i) withholding by one or a combination of the following: (i)withholding from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; or (ii) withholding (ii)withholding from proceeds of the sale of Shares shares of Stock acquired at exercise upon 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 (iii)withholding from shares of Stock to be issued upon exercise settlement of the Option; provided, however, Restricted Stock Units a number of shares with an aggregate Fair Market Value that if would satisfy the Participant is a Section 16 officer of required 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 Grantee 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 Shares, shares of Stock, for tax purposes, the Participant Grantee is deemed to have been issued the full number of Shares shares subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, Items. (c)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 Award 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 Grantee 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 that, regardless Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for your employer (the "Employer") takes 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
y...ou ("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, this SAR, including the grant, vesting or exercise of the Option, this SAR, the subsequent sale of Shares acquired pursuant to such exercise 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 SAR 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 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 any withholding obligation the Company and/or the Employer 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 and you hereby authorize such sale 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 method of withholding shall be a mandatory sale under (d) above (unless the Committee shall establish an alternate method prior to the taxable or withholding event). You shall pay to the Company will or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your issuance of Shares upon exercise of 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 SARs that cannot be satisfied by one or a combination of methods (i) and (ii) above. (c) the means previously described. 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 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 SARs, 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 acknowledges that, regardless General. Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Participant acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items... related to the Participant's participation in the Plan and legally applicable to Tax-Related Items owed by the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by that the Company or the Employer. The Participant further acknowledges an Affiliate that the Company and/or the Employer (1) make Participant provides Services to (the "Employer") (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, RSUs and Additional RSUs or the subsequent sale of any Shares acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve Items. (b) Withholding. Prior to vesting of any particular tax result. Further, if RSUs and Additional RSUs, the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable shall pay or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding Employer or from proceeds of the sale of Shares acquired at exercise of any Shares. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on or Employer may (i) sell or arrange for the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in sale of any Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of acquires to meet the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that retain a number of the Shares are held back solely for RSUs and Additional RSUs otherwise payable, provided that the purpose Company only retains a number of paying RSUs and Additional RSUs necessary to satisfy no more than the Tax-Related Items (d) required withholding amount (not to exceed maximum statutory rates). Finally, the Participant agrees to shall pay to the Company or the Employer, and/or Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the any Shares or the proceeds of the sale of Shares make any payment with respect to any earned and vested RSUs and Additional RSUs if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 5.
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