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, benefit, 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") or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the "Tax-Related Items"), the Participant acknowledges and agrees 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. Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer (1) Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Participant's participation in the Plan, including, but not limited to, the grant, grant of Restricted Stock Units, the vesting or exercise of the Option, Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such exercise purchased under the Plan and the receipt of any dividends and/or any other distributions; and (2) dividends; (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, result; and (iii) if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Restricted Stock Units are granted 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 the relevant taxable or tax taxable withholding event, as applicable, the Participant expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Restricted Stock Units shall be satisfied pursuant to a mandatory "sell-to-cover" method whereby a sufficient number of whole Shares otherwise issuable to the Participant upon vesting of the Restricted Stock Units shall be sold by the Plan Broker (as defined below) on behalf of the Participant to satisfy the amount of the required Tax-Related Items required to be withheld (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable vesting date, notwithstanding that a number of whole Shares has been sold by the Plan Broker on behalf of the Participant t to satisfy the Tax-Related Items required to be withheld, (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates, and (iii) the Participant shall have no discretion or authority with respect to sales made by the Plan Broker to satisfy the Tax-Related Items. To the extent the STC Tax Withholding Method is prohibited under applicable law, the Participant shall be required make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Items required to be withheld. For the Participant authorizes sake of clarity, the Company and/or expressly intends for the Employer, or their respective agents, at their discretion, STC Tax Withholding Method to satisfy their withholding obligations fully comply with regard to all Tax-Related Items by: (i) withholding from Rule 16b-3 of the Participant's wages or other cash compensation paid Securities Exchange Act of 1934 (the "Exchange Act") 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 extent the Participant is a subject to 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. Act. (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, 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 or the Employer 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.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits tax, benefit, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant
("Tax-Rela...ted Items") or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the "Tax-Related Items"), the Participant acknowledges and agrees 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. Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer (1) make Employer: (i)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Participant's participation in the Plan, including, but not limited to, the grant, grant of Performance Stock Units, the vesting or exercise of the Option, Performance Stock Units, the subsequent sale of Shares acquired pursuant to such exercise purchased under the Plan and the receipt of any dividends and/or any other distributions; and (2) do dividends; (ii)do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if result; and (iii)if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Performance Stock Units are granted 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 (b)Prior to any the relevant taxable or tax taxable withholding event, as applicable, the Participant expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied pursuant to a mandatory "sell-to-cover" method whereby a sufficient number of whole Shares otherwise issuable to the Participant upon vesting of the Performance Stock Units shall be sold by the Plan Broker (as defined below) on behalf of the Participant to satisfy the amount of the required Tax-Related Items required to be withheld (the "STC Tax Withholding Method"). For purposes of the foregoing, (i)the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable vesting date, notwithstanding that a number of whole Shares has been sold by the Plan Broker on behalf of the Participant to satisfy the Tax-Related Items required to be withheld, (ii)the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates, and (iii)the Participant shall have no discretion or authority with respect to sales made by the Plan Broker to satisfy the Tax-Related Items. To the extent the STC Tax Withholding Method is prohibited under applicable law, the Participant shall be required make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Items required to be withheld. For the Participant authorizes sake of clarity, the Company and/or expressly intends for the Employer, or their respective agents, at their discretion, STC Tax Withholding Method to satisfy their withholding obligations fully comply with regard to all Tax-Related Items by: (i) withholding from Rule 16b-3 of the Participant's wages or other cash compensation paid Securities Exchange Act of 1934 (the "Exchange Act") 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 extent the Participant is a subject to 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, Act. (c)Finally, the Participant agrees to pay to the Company or the Employer, 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 or the Employer may refuse to issue honor the vesting of the Performance 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 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 or other tax-related items related to
the Participant's participation in the Plan and legally applicable to
the Participant
("Tax-Related (the "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 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, Plan, including, but not limited to, the grant, vesting or exercise grant of the Option, the subsequent purchase of ordinary shares of the Company (the "Ordinary Shares"), the sale of Ordinary Shares acquired pursuant to such exercise and purchased under the Plan or 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 Option or any aspect of the Option Plan 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 (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 purchase of Ordinary Shares under the Plan, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Employer, as applicable, to satisfy all obligations for 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 any applicable withholding obligations obligation with regard to all Tax-Related Items by: by (i) requiring Participant to make a payment in a form acceptable to the Company; (ii) withholding from the Participant's wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; or (ii) (iii) withholding from proceeds of the sale of Ordinary Shares acquired at exercise of the Option upon purchase, either through a voluntary sale 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 (iii) withholding in Shares consent); and/or (iv) any other arrangement approved by the Board and/or the Administrator and to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic extent required 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) Plan. 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 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 no entitlement to the Common Stock equivalent. If equivalent in Ordinary Shares or, if not refunded, Participant may seek a refund from the obligation for Tax-Related Items is satisfied by withholding in Shares, for local tax purposes, authorities. In the event of under-withholding, 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 pay any additional Tax-Related Items directly to the applicable tax authority or account for as a result of to the Participant's participation in Company and/or the Plan that cannot be satisfied by the means previously described. Employer. The Company may refuse to issue purchase or 6737452-v2\GESDMS1 deliver the Ordinary Shares or the proceeds of from the sale of Ordinary Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the
Company or, if different, the Employer Company, 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
Participant or deemed by the
Company in its discretion to be an appropri...ate charge to Participant even if legally applicable to the Company ("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 Company. Participant further acknowledges that the Company and/or the Employer (1) make (a) makes 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 any Shares acquired pursuant to such exercise at settlement and the receipt of any dividends and/or any other distributions; dividends; and (2) do (b) does not commit to and are is 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 (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) 3 Prior to any relevant taxable 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 Company, or the Employer, or their respective Company's agents, at their the Company's discretion, to satisfy their withholding obligations with regard respect to all Tax-Related Items by: (i) withholding from by one or a combination of the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) following: (a) withholding from proceeds of the sale of Shares 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 behalf pursuant to this authorization) without further consent; authorization); (b) withholding from Participant's wages or Appendix B - 2 (iii) other cash compensation paid to Participant by the Company; or (c) withholding in Shares to be issued upon exercise settlement of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Restricted Stock Units. 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 (up to the Common Stock equivalent. rate that will not cause an adverse accounting consequence or cost, including pursuant to ASC Topic 718, as applicable). 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, vested Restricted Stock Units, notwithstanding that a number of the Shares are 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, 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, benefit, 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") or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the "Tax-Related Items"), the Participant acknowledges and agrees 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. Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer (1) Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Participant's participation in the Plan, including, but not limited to, the grant, grant of Performance Stock Units, the vesting or exercise of the Option, Performance Stock Units, the subsequent sale of Shares acquired pursuant to such exercise purchased under the Plan and the receipt of any dividends and/or any other distributions; and (2) dividends; (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, result; and (iii) if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Performance Stock Units are granted 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 the relevant taxable or tax taxable withholding event, as applicable, the Participant expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied pursuant to a mandatory "sell-to-cover" method whereby a sufficient number of whole Shares otherwise issuable to the Participant shall be sold by the Plan Broker (as defined below) on behalf of the Participant to satisfy the amount of the required Tax-Related Items required to be withheld (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable date, notwithstanding that a number of whole Shares has been sold by the Plan Broker on behalf of the Participant to satisfy the Tax-Related Items required to be withheld, (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates, and (iii) the Participant shall have no discretion or authority with respect to sales made by the Plan Broker to satisfy the Tax-Related Items. To the extent the STC Tax Withholding Method is prohibited under applicable law or would violate applicable law, the Participant shall be required make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Items required to be withheld. For the Participant authorizes sake of clarity, the Company and/or expressly intends for the Employer, or their respective agents, at their discretion, STC Tax Withholding Method to satisfy their withholding obligations fully comply with regard to all Tax-Related Items by: (i) withholding from Rule 16b-3 of the Participant's wages or other cash compensation paid Securities Exchange Act of 1934 (the "Exchange Act") 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 extent the Participant is a subject to 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. Act. (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, 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 or the Employer may refuse to issue honor the vesting of the Performance 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.
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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, benefit, 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") or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the "Tax-Related Items"), the Participant acknowledges and agrees 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. Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer (1) Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Participant's participation in the Plan, including, but not limited to, the grant, grant of Restricted Stock Units, the vesting or exercise of the Option, Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such exercise purchased under the Plan and the receipt of any dividends and/or any other distributions; and (2) dividends; (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, result; and (iii) if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Restricted Stock Units are granted 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 the relevant taxable or tax taxable withholding event, as applicable, the Participant expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Restricted Stock Units shall be satisfied pursuant to a mandatory "sell-to-cover" method whereby a sufficient number of whole Shares otherwise issuable to the Participant shall be sold by the Plan Broker (as defined below) on behalf of the Participant to satisfy the amount of the required Tax-Related Items required to be withheld (the "STC Tax Withholding Method"). For purposes of the foregoing, (i) the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable date, notwithstanding that a number of whole Shares has been sold by the Plan Broker on behalf of the Participant to satisfy the Tax-Related Items required to be withheld, (ii) the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates, and (iii) the Participant shall have no discretion or authority with respect to sales made by the Plan Broker to satisfy the Tax-Related Items. To the extent the STC Tax Withholding Method is prohibited under applicable law or would violate applicable law, the Participant shall be required make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Items required to be withheld. For the Participant authorizes sake of clarity, the Company and/or expressly intends for the Employer, or their respective agents, at their discretion, STC Tax Withholding Method to satisfy their withholding obligations fully comply with regard to all Tax-Related Items by: (i) withholding from Rule 16b-3 of the Participant's wages or other cash compensation paid Securities Exchange Act of 1934 (the "Exchange Act") 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 extent the Participant is a subject to 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. Act. (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, 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 or the Employer 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.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits tax, benefit, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant
("Tax-Rela...ted Items") or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the "Tax-Related Items"), the Participant acknowledges and agrees 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. Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer (1) make Employer: (i)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Participant's participation in the Plan, including, but not limited to, the grant, grant of Performance Stock Units, the vesting or exercise of the Option, Performance Stock Units, the subsequent sale of Shares acquired pursuant to such exercise purchased under the Plan and the receipt of any dividends and/or any other distributions; and (2) do dividends; (ii)do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if result; and (iii)if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Performance Stock Units are granted 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 (b)Prior to any the relevant taxable or tax taxable withholding event, as applicable, the Participant expressly agrees that, except as otherwise prohibited under applicable law, all Tax-Related Items required to be withheld with respect to the Performance Stock Units shall be satisfied pursuant to a mandatory "sell-to-cover" method whereby a sufficient number of whole Shares otherwise issuable to the Participant shall be sold by the Plan Broker (as defined below) on behalf of the Participant to satisfy the amount of the required Tax-Related Items required to be withheld (the "STC Tax Withholding Method"). For purposes of the foregoing, (i)the Participant shall be deemed to have been issued the full number of Shares otherwise issuable on the applicable date, notwithstanding that a number of whole Shares has been sold by the Plan Broker on behalf of the Participant to satisfy the Tax-Related Items required to be withheld, (ii)the Company or the Employer may determine the amount of Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum withholding rates, and (iii)the Participant shall have no discretion or authority with respect to sales made by the Plan Broker to satisfy the Tax-Related Items. To the extent the STC Tax Withholding Method is prohibited under applicable law or would violate applicable law, the Participant shall be required make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Items required to be withheld. For the Participant authorizes sake of clarity, the Company and/or expressly intends for the Employer, or their respective agents, at their discretion, STC Tax Withholding Method to satisfy their withholding obligations fully comply with regard to all Tax-Related Items by: (i) withholding from Rule 16b-3 of the Participant's wages or other cash compensation paid Securities Exchange Act of 1934 (the "Exchange Act") 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 extent the Participant is a subject to 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, Act. (c)Finally, the Participant agrees to pay to the Company or the Employer, 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 or the Employer may refuse to issue honor the vesting of the Performance 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 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 Company, 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 Part
...icipant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Company. Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, 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 and the receipt of any dividends and/or any other distributions; dividends; and (2) do (ii) does not commit to and are is 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 (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant 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, Company, or their respective its agents, at their its 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 wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; or (if any), (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 directing the Company to reacquire Shares of methods (i) and (ii) above. Restricted Stock. (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 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. 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, 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 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 1 (a) As a condition to the grant, vesting, and settlement of the
Nonqualified Stock Option Agreement: (a) The RSUs, 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 or other tax-related items
or required deductions or payments legally applicable to... him or her (the "Tax-Related Items") related to the Participant's receipt, vesting, settlement or cancellation of the RSUs, the issuance or subsequent sale of the Shares allocated to the RSUs, the receipt of any dividends or participation in the Plan and legally applicable to the Participant ("Tax-Related Items") (the "Tax-Related Events") is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company and/or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the RSUs or any Tax-Related Items (other than filings or documentation that pursuant to Applicable Laws are the specific obligation of the Company or any Parent, Subsidiary or Affiliate (collectively including the Company, the "Company Group," and each entity individually, a "Company Group" entity)) such as, but not limited to, personal income tax returns or reporting statements in relation to the Tax-Related Events or the Employer. The holding of Shares issued upon settlement of the RSUs in a bank or brokerage account. (b) Participant further acknowledges that the Company and/or the Employer (1) Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, RSUs, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise Tax-Related Events; and 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 or any aspect of the Option RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Participant also understands that Applicable Laws may require varying RSU or Share valuation methods for purposes of calculating Tax-Related Items, and the Company and/or the Employer assume no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. (c) 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) (d) Prior to any a 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 tax and/or withholding obligations 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 Employer, (ii) withholding from proceeds of the sale of Shares acquired at exercise of pursuant to the Option RSUs either through a voluntary sale or through a mandatory sale arranged by the Company and/or the Employer (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 consent, (iii) withholding in Shares to that would otherwise be issued upon exercise settlement of the Option; provided, however, that if the Participant is a Section 16 officer of RSUs, or (iv) such other method as determined by the Company under and/or the Exchange Act, then the Company will withhold Employer to be 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) compliance with Applicable Laws. (e) Depending on the method of satisfying the tax and/or withholding method, obligations with regard to the Tax-Related Items, the Company and/or the Employer may withhold or account for Tax-Related Items by considering the applicable minimum statutory withholding rates amounts or other applicable tax or withholding rates, including the maximum applicable rates, in which case rates. If the Company/and or the Employer over-pays or over-withholds any amount, it will refund such amount to Participant will receive a refund of any over-withheld amount in cash and Participant will have no entitlement to the Common Stock Share 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) 2 (f) Finally, the Participant agrees to pay to the Company or and/or the Employer, any Employer the amount of any Tax-Related Items that the Company or and/or the Employer may be required to pay, withhold or account for as a result of the Participant's participation in the Plan a Tax-Related Event that cannot be satisfied by the means previously described. described in this Section 4. 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 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, Company, to the
Employer full extent permitted by applicable law, 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-Relate
...d Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Company. The Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, Award, the subsequent sale of Shares acquired pursuant to such exercise upon settlement of the Award; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are is 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 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, jurisdiction, 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, Company, or their its respective agents, at their its discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: in the manner determined by the Company from time to time, which may include: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax-Related Items to the Company and/or in full, in cash or by check, bank draft or money order payable to the Employer; order of the Company; (iii) through a procedure whereby the Participant delivers or (ii) withholding from is deemed to deliver irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the sale amount of the Tax-Related Items; (iv) by a "net settlement" under which the Company reduces the number of Shares acquired at exercise issued on settlement of the Option either through a voluntary sale Award by the number of Shares with an aggregate Fair Market Value that equals the amount of the Tax-Related Items associated with such settlement; or through a mandatory sale arranged (v) any other method of withholding determined by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - and permitted by applicable law. 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 equivalent 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 Shares. (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 Shares, if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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