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, 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 Option, Restricted Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Units, the issuance of Shares upon settlement of the Restricted Units, the subsequent sale of Shares acquired pursuant to such exercise issuance and the receipt of any dividends and/or any other distributions; DEUs; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Option Restricted 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 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 exercise upon vesting of the Option Restricted 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; Restricted Units; 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 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, case the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) (1) and (ii) (2) above. (c) Depending on the withholding method, the 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. Shares equivalent to any over-withheld amount in cash. Notwithstanding the foregoing, to avoid a prohibited acceleration under Section 409A of the Code, if Shares are withheld to satisfy any Tax-Related Items arising prior to the date of settlement of the Restricted Units for any portion of the Award that is subject to Section 409A, the number of Shares withheld will not exceed the number of Shares that equals the liability for the Tax-Related Items. 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 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.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges I acknowledge that, regardless of any action taken by the Company or, if different, the
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 my participation in the Plan and legally applicable to
the Participant me ("Tax-Related Items") is and remain
...s the Participant's my responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant I further acknowledges acknowledge 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, Plan, including, but not limited to, the grant, vesting or exercise grant of the Option, option to purchase shares of Common Stock, the subsequent sale purchase of Shares acquired pursuant to such exercise and shares of Common Stock, the issuance or disposition of shares of Common Stock purchased under the Plan or the receipt of any dividends and/or any other distributions; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant option or any aspect of the Option Plan to reduce or eliminate the Participant's my liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is I am subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, I 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 I agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, I authorize the Participant authorizes Company and/or the Employer to satisfy any applicable withholding obligations with regard to any Tax-Related Items by one or a combination of the following: (i) withholding from my wages or other cash compensation payable to me by the Company and/or the Employer, or their respective agents, at their discretion, (ii) requiring me to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other make a cash compensation paid to the Participant by the Company and/or the Employer; or (ii) payment; (iii) withholding from proceeds of the sale of Shares acquired at exercise shares of Common Stock under the Option Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's my behalf pursuant to this authorization) authorization without further consent; consent), (iv) withholding from shares of Common Stock otherwise issuable upon purchase, or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of (v) any other method determined by the Option; Company and compliant with applicable law, provided, however, that if the Participant is a Section 16 I am an officer of the Company under within the meaning of Section 16 of 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 will be satisfied only by one or a combination of methods (i) (i), (ii), (iii) and (ii) (v) above. (c) Depending on the withholding method, the 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 which case my jurisdiction(s). In the Participant will event of over-withholding, I may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the equivalent in shares of Common Stock equivalent. Stock) or, if not refunded, I may be able to seek a refund from the local tax authorities. In the event of under-withholding, I may be required to pay additional Tax-Related Items directly to the applicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is I will be deemed to have been issued the full number of Shares shares of Common Stock subject to the portion of the Option that is exercised, option, notwithstanding that a number of the Shares are shares of Common Stock is held back solely for the purpose of paying satisfying the Tax-Related Items Items. (d) Finally, the Participant agrees I 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 my participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares of Common Stock or the proceeds of the sale of Shares shares of Common Stock if the Participant fails I fail to comply with the Participant's my 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 I acknowledge that, regardless of any action taken by the Company or, if different,
the Employer my employer (the "Employer"), the ultimate
liability responsibility for all income tax, social
insurance, security, payroll
3 tax, fringe
benefits tax, payment on account benefit, or other tax-related items related to
the Participant's my participation in the Plan and legally applicable t
...o the Participant me ("Tax-Related Items") is and remains the Participant's my responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges Furthermore, I acknowledge that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, option, including the grant, vesting or exercise grant of the Option, option, the purchase of shares of Common Stock under the Plan, the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise under the Plan 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 of the option or any aspect of my participation in the Option Plan to reduce or eliminate the Participant's my liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is I become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, I 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 the purchase of shares of Common Stock under the Plan or any other relevant taxable or tax withholding event, as applicable, the Participant agrees I 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 I 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: by one or a combination of the following: (i) withholding from the Participant's my wages or other cash compensation paid to the Participant me by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise the shares of Common Stock purchased under the Option Plan either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's my 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 maximum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant I 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 I 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 my participation in the Plan or the purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to purchase shares under the Plan on my behalf and refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Common Stock, if the Participant fails I fail to comply with the Participant's my 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)
Generally. The
Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, the
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 Grantee's participation in the Plan and legally applicable to the
Participant Grantee ("Tax-Related Item
...s") is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, SARs, including, but not limited to, the grant, vesting or exercise of the Option, SARs, 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 SARs to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if Prior to any relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. (b) Multiple Jurisdiction. If the 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 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 (c) Tax Withholding. The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) withholding 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 SARs 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) 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 5 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. 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 Grantee agrees to pay to the Company or the Employer, including through withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, 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)
Generally. The
Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, the
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 Grantee's participation in the Plan and legally applicable to the
Participant Grantee ("Tax-Related Item
...s") is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, SARs, including, but not limited to, the grant, vesting or exercise of the Option, SARs, 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 SARs to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if Prior to any relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. (b) Multiple Jurisdiction. If the 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 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 (c) Tax Withholding. The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with 5 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 SARs 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) 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 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. 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 Grantee agrees to pay to the Company or the Employer, including through withholding from the Grantee's wages or other cash compensation paid to the Grantee by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares Shares, 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, 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.
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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 this Option, including, but not limited to, the grant, vesting or exercise of the this Option, the subsequent sale of Shares acquired pursuant to such upon the exercise of this Option 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 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 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 upon the exercise of the this Option 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 from the Shares otherwise issuable at exercise of this Option, or (iv) any method determined by the Administrator to be issued upon exercise in compliance with Applicable Laws. Notwithstanding the foregoing, any Participant who is subject to the requirements of 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, shall satisfy any withholding obligation for Tax-Related Items by one or a combination of methods (i) and (ii) above. the method described in (iii). (c) Depending on the withholding method, 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 the full number of Shares subject to the portion of the Option that is exercised, exercised Option, notwithstanding that a number of the Shares are is held back 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 the Shares or the proceeds of the sale of the Shares acquired upon the exercise of the Option, 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 Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for Participant's 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 participation in the Plan and legally applicable
...to the Participant ("Tax-Related Items") Items"), 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. The Participant further acknowledges 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, Restricted Shares purchased under this award, including the grant, vesting or exercise issuance of the Option, Restricted Shares or vesting of such Restricted Shares, the subsequent sale of Restricted 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 award or any aspect of the Option Restricted Shares to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Participant acknowledges that 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 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 The Company will only recognize Participant as a record holder of Restricted Shares if Participant has paid or made, 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 any withholding obligation the Company and/or the Employer may have for Tax-Related Items. In this regard, the Participant authorizes 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 wages or other cash compensation paid to the Participant by the Company and/or the Employer; Employer or (ii) by one or a combination of the following methods: (a) payment by Participant to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold otherwise deliverable Restricted Shares that would otherwise be released from the Repurchase Right when they vest 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 Restricted 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 and Participant hereby authorizes 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; provided, 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 a Section 16 officer of the Company under the Exchange Act, then the Company will withhold Committee (as constituted in Shares upon accordance with Rule 16b-3 under the relevant Exchange Act) shall establish the method of withholding prior to the taxable or tax withholding event, as applicable, unless event). Participant shall pay to the use Company or the Employer any amount 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 that the Company or the Employer may be required to withhold as a result of Participant's Participation in the Plan or Participant's purchase of Restricted Shares 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 may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Restricted Shares that would otherwise be released from the Repurchase Right when they vest. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Restricted Shares that would otherwise be released from the Repurchase Right when they vest, 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, Restricted Shares, notwithstanding that a number of the Restricted 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 acknowledges 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 Restricted Shares or the proceeds of from the sale of Restricted Shares if to Participant or to release Restricted Shares from the Repurchase Right when they vest until Participant fails to comply with has satisfied 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)
Generally. The
Participant Grantee acknowledges that, regardless of any action taken by the Company or, if different, the
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 Grantee's participation in the Plan and legally applicable to the
Participant Grantee ("Tax-Related Item
...s") is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, RSUs, including, but not limited to, 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 or any aspect of the Option RSUs to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if Prior to any relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. (b) Multiple Jurisdiction. If the 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 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 (c) Tax Withholding. The Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: 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 from proceeds of the sale of Shares acquired at exercise upon settlement of the Option RSUs 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 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. 4 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 Grantee 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 Grantee is 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) Finally, Items. Further, 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 deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 (a) Participant shall be solely responsible for the payment and withholding 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 and other
tax-related items related taxes attributable to Participant under this Agreement (the "Tax-Related I...tems"), and Participant shall timely remit all taxes to the Participant's participation in the Plan Internal Revenue Service and legally applicable to the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. any other required governmental agencies. The Participant further acknowledges that and agrees that, during and after the Participant's termination of Service, Participant will indemnify, defend and hold the Company and/or harmless from all taxes, interest, penalties, fees, damages, liabilities, obligations, losses and expenses arising from a failure or alleged failure to make the Employer (1) make no representations required reports and payments for income taxes. (b) Where the Company is required by local laws in the Participant's country of residence to deduct or undertakings regarding the treatment of withhold any Tax-Related Items in connection with any aspect of Items, then prior to 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 pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Tax-Related Items. Items required to be withheld. In this regard, the Participant authorizes the Company and/or the Employer, Company, or their its respective agents, at their discretion, to satisfy their withholding the obligations with regard to all such Tax-Related Items by: required to be withheld by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation compensation, if any, paid to the Participant by the Company and/or the Employer; or Company; (ii) withholding from the proceeds of from the sale of Shares acquired at exercise of the Option upon vesting, 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 including pursuant to a broker-assisted settlement; (iii) withholding in having the Company withhold Shares to be issued that the Participant otherwise would have received upon exercise vesting of the Option; provided, however, that if the Participant is a Section 16 officer of Restricted Stock Units; or (iv) any other arrangement satisfactory to 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 regarding payment 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) Items. Depending on the withholding method, the Company may withhold or account for any such Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) 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 rates. (c) Finally, where and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items extent that Section 4(b) 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, applicable, the Participant agrees to pay to the Company or the Employer, any amount number 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 honor the vesting of the Restricted Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items. Items required to be deducted or withheld by the Company.
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