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 of any action taken by the Company
or, if different, and/or 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 participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Tax-Related Items is and r
...emains 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 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, PRSUs, including, but not limited to, the grant, vesting or exercise settlement of the Option, PRSUs, the issuance of Shares upon settlement of the PRSUs, the A-5 subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends and/or any other distributions; or dividend equivalent rights; 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 PRSUs 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 Participant agrees to 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 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: by one or a combination of the following: (i) withholding Shares from the vested PRSUs; or (ii) withholding from Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) (iii) 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) authorization without further consent; consent); or Appendix B - 2 (iii) withholding in Shares (iv) any other method determined by the Company, and to be issued upon exercise of the Option; extent required by Applicable Laws or the Plan, approved by the Committee; provided, however, that if the Participant is a Section 16 officer of Officer, then withholding shall be done by the Company under the Exchange Act, then the Company will withhold method set forth in Shares upon the relevant taxable or tax withholding event, as applicable, (i) above, unless the use of such withholding method is problematic under applicable tax or securities law prevented by Applicable Laws or has materially adverse accounting consequences, or tax consequences in which case, the obligation for Tax-Related Items may case withholding shall be satisfied done by one of the methods set forth in either (ii), (iii) or a combination of methods (i) and (ii) (iv), 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 or other applicable withholding rates, including minimum or maximum rates that apply in the jurisdiction applicable rates, in which case to Participant. In the event of over-withholding, Participant will may receive a refund from the Company 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 by the Company, Participant must seek a refund from the local tax authorities to the extent Participant wishes to recover the over-withheld amount in the form of a refund. 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 PRSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees to pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by one or more of the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of from 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. A-6 12. Transferability. Except as otherwise provided in the Plan, no right or interest of Participant in the PRSUs, may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Participant other than by will or by the laws of descent and distribution, and any such purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company. Notwithstanding the foregoing, Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the affected Participant's rights and receive any property distributable with respect to the PRSUs upon Participant's death.
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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) 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. 3 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 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, 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 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 o...r her and related to the Participant's receipt, vesting or settlement of the RSUs, the issuance or subsequent sale of the Shares allocated to the RSUs, or the participation in the Plan 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. The 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 is the specific obligation of the Company or any member of the Company Group pursuant to Applicable Law), such as, but not limited to, personal income tax returns or reporting statements in relation to the receipt, vesting or settlement of the RSUs, the issuance of the Shares allocated to the RSUs, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. 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, receipt, vesting or exercise settlement of the Option, RSUs, the issuance or subsequent sale of the Shares acquired pursuant allocated to such exercise the RSUs and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option RSUs to reduce or eliminate the Participant's 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 assumes 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. 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 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, 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 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 (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 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. Depending on the method of satisfying the tax and/or withholding method, obligations with regard to the Tax-Related Items, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable tax or withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld or over-paid amount in cash and 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) Finally, the Participant 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 pay, withhold or account for as a result of Participant's receipt, vesting or settlement of the Participant's RSUs, the issuance or subsequent sale of the Shares allocated to the RSUs or the 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 his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Affiliate that employs the Participant (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-Re
...lated 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 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, Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, Award, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise the Award and the receipt of any dividends and/or any other distributions; Dividend Equivalents; 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 Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, if the Participant is has 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, 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to 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 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) requiring a cash payment from the Participant; (ii) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired at exercise of pursuant to the Option Award, 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 (iii) consent); and/or (iv) withholding in Shares from the shares of Stock subject to be issued upon exercise of the Option; Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act, Act of 1934, as amended (the "Exchange Act"), then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in Shares upon shares of Stock (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to 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, year in which case, shares of Stock are issued upon settlement of the obligation Restricted Stock Units), or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations 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 Items. 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. equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock 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. Items. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items. Items.4 12. Notice. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to Participant's address as recorded in the records of the Company.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company
or, if different, and/or 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 participation in the Plan and legally applicable to
the Participant ("Tax-Related Items") is and remains
the Partici
...pant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Stock Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Stock Units, the issuance of Award Shares upon settlement of the Restricted Stock Units, the subsequent sale of Award 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 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) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to 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 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: by one or a combination of the following: (i) withholding Award Shares from the vested Restricted Stock Units; or (ii) withholding from Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) (iii) withholding from proceeds of the sale of Award 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) authorization without further consent; consent); or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of (iv) any other method determined by the Option; Company; provided, however, that if the Participant is a Section 16 officer of an Insider, then withholding shall be done by the Company under the Exchange Act, then the Company will withhold method set forth in Shares upon the relevant taxable or tax withholding event, as applicable, (i) above, unless the use of such withholding method is problematic under prevented by applicable tax or securities law or has materially adverse accounting consequences, or tax consequences in which case, case withholding shall be done by the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and method set forth in (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. equivalent in Shares. 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 Award Shares subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Award 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, 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 one or more of the means previously described. The Company may refuse to issue or deliver the Award Shares or the proceeds of from the sale of Award 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, 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 Participant's r
...esponsibility 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. equivalent number of Shares. 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, settled Award, notwithstanding that a number of the Shares are 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, 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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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 the Participant ("Tax-Related Items") is and remains the Participant's r
...esponsibility 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; Dividend Equivalents; 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 - 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 and permitted by 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. law. (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. equivalent number of Shares. 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, settled Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items Items. 2 (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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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
or deemed applicable to
the Participant ("Ta
...x-Related Items") 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, Restricted Stock Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Stock Unit, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends and/or any other distributions; dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the 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) 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 any obligations with regard to all withholding of Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; Employer, including withholding from cash from Participant's brokerage account designated by the Company; or (ii) withholding from proceeds of the sale of Shares acquired at exercise upon vesting/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); 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) Depending on the withholding method, the Restricted Stock Units. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding using rates or other applicable withholding rates, including up to, but not exceeding, the maximum applicable rates, tax rates in which case Participant's jurisdiction(s) on the date the amount of Tax-Related Items to be withheld is to be determined. 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 equivalent in Common Stock equivalent. Stock), or if not refunded, Participant may seek a refund from the 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 Employer. 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. Notwithstanding (i) through (iii) above, if Participant is subject to Section 16 of the Exchange Act, any obligation to withhold Tax-Related Items (d) will be satisfied under (iii), unless otherwise determined by the Board or Compensation Committee. 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 Participants 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 Participants 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; dividend equivalents; 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 date of Grant grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) 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 Company, or the Employer, or their respective Company's agents, at their the Company's discretion, to satisfy their withholding the 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); or Appendix B - 2 (iii) (b) withholding from Participant's wages or 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 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, 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) Items. 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 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, including, including but not limited to, to the grant, vesting or exercise of the Option, Option or the subsequent sale of Shares acquired pursuant to such on exercise of the Option; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option 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, or their its respective agents, at their its discretion, to satisfy their its 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; or (ii) withholding from proceeds order of the sale of Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares acquired at obtained upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by and to deliver promptly to the Company (on an amount of the Participant's behalf pursuant proceeds of such sale equal to this authorization) without further consent; or Appendix B - 2 (iii) withholding in the amount of the Tax-Related Items; (iv) by a "net exercise" under which the Company reduces the number of Shares otherwise issuable to be issued the Participant upon exercise of the Option; provided, however, Option by the number of Shares with an aggregate Fair Market Value that if equals the Participant is a Section 16 officer amount of the Company under the Exchange Act, then Tax-Related Items; or (v) any other method of withholding determined by the Company will withhold in Shares upon and permitted by applicable law, provided that, if applicable, such method does not cause a Share to cease to be a "prescribed share" within the relevant taxable or tax withholding event, as applicable, unless meaning of paragraph 110(1)(d) of 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. Income Tax Act (Canada). (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. 5 (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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