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,
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 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 and the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise RSUs; 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. 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. 2 (b) Prior to To satisfy any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to obligations of the Company and/or the Employer with respect to satisfy all Tax-Related Items. In this regard, Items, the Company will withhold Shares otherwise issuable upon vesting of the RSUs. Alternatively, or in addition, in connection with any applicable withholding event, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations obligations, if any, with regard to all Tax-Related Items by: 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 or the Employer; or Employer, (ii) withholding from proceeds of the sale of Shares acquired at exercise upon vesting of 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) authorization without further consent; consent) and/or (iii) requiring Participant to tender a cash payment to the Company or Appendix B - 2 (iii) withholding an Affiliate in Shares to be issued upon exercise the amount of the Option; Tax-Related Items; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company withholding methods described in this Section 3(b)(i), (ii), and (iii) will withhold only be used if the Committee (as constituted to satisfy Rule 16b-3 of the Exchange Act) determines, in Shares upon advance of the relevant taxable or tax applicable withholding event, as applicable, unless the use that one of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, methods will be used in which case, the obligation for Tax-Related Items may be satisfied by one or a combination lieu of methods (i) and (ii) above. withholding Shares. (c) Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, rates in Participant's jurisdiction(s), in which case the Participant will may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding equivalent amount in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) 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. Shares. 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 his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different,
the Employer Participant's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's participation in the Plan and legally applicable to
Participant or deemed by the
Company or ...the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer ("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 Participant further acknowledges that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Performance Restricted Stock Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Performance 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) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance 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. 5 In this regard, the Participant authorizes the Company and/or the Employer, or their the respective agents, agents of the Company and/or the Employer, 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 Performance 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 and/or the Employer; 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) Performance Restricted Stock Units. Depending on the withholding method, the Company and/or the Employer 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 Performance 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, 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,
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
Participant or deemed by the
Company or ...the Employer in its discretion to be an appropriate charge to Participant even if legally applicable to the Company or the Employer ("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 Participant further acknowledges that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Performance Restricted Stock Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Performance 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) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance 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) 5 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 the respective agents, agents of the Company and/or the Employer, 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 Performance 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 and/or the Employer; 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) Performance Restricted Stock Units. Depending on the withholding method, the Company and/or the Employer 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 Performance 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, 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, 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, including, PSUs, including but not limited to, to the grant, vesting or exercise settlement of the Option, PSUs, 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 (ii) does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Option PSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, 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. (a) In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy their withholding the obligations with regard to all Tax-Related Items by: (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 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 PSUs. If such withholding 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, by the Participant's acceptance of the PSUs, the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company to sell on the Participant's behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items Items. The Participant agrees to execute and deliver such documents as may be satisfied by one or a combination reasonably required in connection with the sale of methods (i) and (ii) above. (c) any Shares pursuant to this Section 6(a). (b) 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, Performance Dependent Issuance, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. (c) Finally, the Participant agrees to pay to the Company, including through withholding from Participant's salary or other cash compensation paid to the Participant by 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. Items (including the obligations set forth in Section 5 above).
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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, including, PSUs, including but not limited to, to the grant, vesting or exercise settlement of the Option, PSUs, 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 (ii) does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Option PSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, 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. (a) In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its agent to satisfy their withholding the obligations with regard to all Tax-Related Items by: (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 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 PSUs. If such withholding 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, by the Participant's acceptance of the PSUs, the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company to sell on the Participant's behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items Items. The Participant agrees to execute and deliver such documents as may be satisfied by one or a combination reasonably required in connection with the sale of methods (i) and (ii) above. (c) any Shares pursuant to this Section 5(a). (b) 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, Performance Dependent Issuance, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. (c) Finally, the Participant agrees to pay to the Company, including through withholding from Participant's salary or other cash compensation paid to the Participant by 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. Items (including the obligations set forth in Section 4 above).
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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, including, PSUs, including but not limited to, to the grant, vesting or exercise settlement of the Option, PSUs, 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 (ii) does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Option PSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, 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. (b) 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 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 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 PSUs. If such withholding 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, by the Participant's acceptance of the PSUs, the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company to sell on the Participant's behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items Items. The Participant agrees to execute and deliver such documents as may be satisfied by one or a combination reasonably required in connection with the sale of methods (i) and (ii) above. any Shares pursuant to this Section 5(b). (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, rates in the Participant's jurisdiction(s), in which case the Participant will may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. 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 Shares subject to the portion of the Option that is exercised, Performance Dependent Issuance, 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, including through withholding from Participant's salary or other cash compensation paid to the Participant by 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. Items (including the obligations set forth in Section 4 above).
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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 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 A-4 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.
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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 A-5 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 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.
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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, including, PSUs, including but not limited to, to the grant, vesting or exercise settlement of the Option, PSUs, 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 (ii) does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Option PSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, 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. (b) 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 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 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 PSUs. If such withholding 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, then by the Participant's acceptance of the PSUs, the Participant authorizes and directs the Company and any brokerage firm acceptable to the Company to sell on the Participant's behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any withholding obligation for Tax-Related Items Items. The Participant agrees to execute and deliver such documents as may be satisfied by one or a combination reasonably required in connection with the sale of methods (i) and (ii) above. any Shares pursuant to this Section 5(b). (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, rates in the Participant's jurisdiction(s), in which case the Participant will may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. 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 Shares subject to the portion of the Option that is exercised, Performance Dependent Issuance, 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, including through withholding from Participant's salary or other cash compensation paid to the Participant by 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. Items (including the obligations set forth in Section 4 above).
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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 this Option, including, but not limited to, the grant, vesting or exercise of the this Option, or 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 this Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the jurisdiction, Participant acknowledges that the Company and/or the Employer (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 upon the exercise of the this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 consent), (iii) withholding in Shares otherwise issuable at exercise of this Option, or (iv) any method determined by the Administrator to be issued upon exercise in compliance with Applicable Laws. Notwithstanding the foregoing, if Participant is subject to Section 16 of the Option; provided, however, that if Exchange Act at the Participant is a Section 16 officer of time the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied becomes due, the Administrator will satisfy any applicable withholding obligation by one or a combination of methods (i) and (ii) above. directing the Company to withhold Shares subject to the Option. (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 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, exercised Option, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant agrees to pay to the Company or the Employer, 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 the Shares acquired upon the exercise of the Option, if the Participant fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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