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.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits benefit tax, payment on account or other tax-related items related to the
Participant's Recipient's participation in the Plan
and legally applicable to ("Tax-Related I...tems"), the Participant ("Tax-Related Items") Recipient acknowledges that the ultimate liability for all Tax-Related Items owed by the Recipient is and remains the Participant's Recipient'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) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Option, including, but not limited to, the grant, grant or vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise this Award; 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 this Award to reduce or eliminate the Participant's Recipient's liability for Tax-Related Items or achieve any a particular tax result. Further, if the Participant Recipient is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant Recipient acknowledges and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges agrees that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Recipient 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: by one or a combination of the following: (i) withholding from the Participant's Recipient's wages or other cash compensation paid to the Participant Recipient by the Company and/or 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 Payments to be issued upon exercise vesting of this Award; or (iii) any other method determined by 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 Committee 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. (c) Depending on the withholding method, the laws. 5 IIVI RSU Cash 111618 (c)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 Recipient may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Common Stock equivalent. If equivalent in Shares), or, if not refunded, the obligation for Tax-Related Items is satisfied by withholding in Shares, for Recipient may seek a refund from the local tax purposes, authorities. (d)Finally, 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 Recipient shall pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver make the Shares or the proceeds of the sale of Shares Payments if the Participant Recipient fails to comply with the Participant's Recipient's obligations in connection with the Tax-Related Items. Items as described in this Section 9.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any and all income tax, social insurance, payroll tax,
fringe benefits tax, payment on account or other tax-related
items related to withholding ("Tax-Related Items"), you hereby acknowledge and agree that the
Participant's participation in... the Plan ultimate liability for any and legally applicable to the Participant ("Tax-Related Items") all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges liability and that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Performance Awards, including the grant, grant or vesting or exercise of the Option, Performance Awards, the issuance of shares of Common Stock upon settlement of vested Performance Awards, and the subsequent sale of Shares the shares of Common Stock acquired pursuant to such exercise issuance; and the receipt of any dividends and/or any other distributions; 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 Awards to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if Unless the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of Company or any relevant taxable or tax withholding event, as applicable, the Participant acknowledges Affiliate directs that it shall not, each Award shall include a requirement that you irrevocably agree that the Company and/or or any Affiliate (as appropriate) may recover the Employer (or former employer, as applicable) whole or any part of any employer taxes from you and at the request of the Company or any Affiliate (as appropriate) you shall elect (using a form approved by HM Revenue & Customs) that the whole or any part of the liability for employer taxes shall be transferred to you. The Company or any Affiliate may decide to release you from or not to enforce any part of your obligations in respect of employer taxes under this Section 9. An Award shall include a requirement that you irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 in respect of the Common Stock to be acquired pursuant to the Award if required to withhold do so by the Company or account for Tax-Related Items in more than one jurisdiction. (b) any Affiliate before any Common Stock is issued to you under the Plan. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes withholding obligations of the Company and/or the Employer, or their respective agents, at their discretion, Employer. In this regard, you authorize the Company and/or the Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by you from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) withholding from proceeds of the sale of Shares shares of Common Stock acquired at exercise upon vesting/settlement of the Option either through a voluntary Performance Awards. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale or through a mandatory sale arranged of shares of Common Stock that you acquire in settlement of the Performance Awards to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares of Common Stock, provided that the Company and/or the Employer only withholds the amount of Common Stock necessary to satisfy the minimum withholding requirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by the Company (on and/or the Participant's behalf pursuant to this authorization) Employer within a reasonable time and 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) interest. Finally, the Participant agrees to you shall pay to the Company or and/or the Employer, Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's your participation in the Plan or from the grant, vesting, or settlement of the Performance Awards that cannot be satisfied by the means previously described. The Company may refuse to issue shares of Common Stock in settlement of the Performance Awards, or may refuse to deliver the Shares or the proceeds of the sale of Shares such Common Stock, if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. Items as described in this Section. You acknowledge and agree that the Company is making no representation or warranty as to the tax consequences to you as a result of the receipt of the Performance Awards, the lapse of any Forfeiture Restrictions, or the forfeiture of any Performance Awards pursuant to the Forfeiture Restrictions.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges You acknowledge that, regardless of any action taken by the Company
or, if different, the Employer or its Affiliates, 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 Award and legally applicable to
you or deemed by the
Participant Company... or its Affiliates in their discretion to be an appropriate charge to you even if legally applicable to the Company or its Affiliates ("Tax-Related Items") is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is 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. Company. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer and its Affiliates to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, and its Affiliates or their respective agents, at their discretion, agent to satisfy their withholding obligations with regard to all Tax-Related Items by: Items, if any, by any of the following means or by a combination of such means, in each case as determined to be applicable by the Company to the form of Property being issued: (i) withholding from the Participant's wages or other cash any compensation paid otherwise payable to the Participant you by the Company and/or the Employer; or an Affiliate; (ii) withholding from proceeds causing you to tender a cash payment; (iii) entering on your behalf (pursuant to this authorization without further consent) into a "same day sale" commitment with a broker dealer that is a member of the sale Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of Shares acquired at exercise any securities to be delivered under the Award to satisfy the Tax-Related Items and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax-Related Items directly to the Company or an Affiliate; or (iv) withholding Property from the Property issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the Option either through a voluntary sale or through a mandatory sale arranged date Property is issued to you or, if and as determined by the Company (on or an Affiliate, the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares date on which the Tax-Related Items are required to be issued upon exercise calculated) equal to the amount of such Tax-Related Items. The Company and its Affiliates will use commercially reasonable efforts (as determined by the Company and its Affiliates) to facilitate the satisfaction of Tax-Related Items by you using one of the Option; provided, however, that if the Participant is a Section 16 officer methods described in clauses (iii) and (iv) of the Company under preceding sentence or by permitting you to sell securities in any initial public offering by the Exchange Act, then Company. However, the Company and its Affiliates do not guarantee that you 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 be able to satisfy any Tax-Related Items may be satisfied by one or a combination through any of the methods (i) described in the preceding sentence and (ii) above. (c) in all circumstances you remain responsible for timely and fully satisfying the Tax-Related Items. Depending on the withholding method, method employed, the Company and its Affiliates 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 you will receive a refund of any over-withheld amount 5. in cash and will have no entitlement to the Common Stock equivalent. cash. If the obligation for Tax-Related Items is satisfied by withholding in Shares, securities, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares securities subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares securities are held back solely for the purpose of paying the Tax-Related Items (d) Items. (c) Finally, the Participant agrees you agree to pay to the Company or the Employer, an Affiliate any amount of Tax-Related Items that the Company or the Employer such Affiliate may be required to withhold or account for as a result of the Participant's participation in the Plan Award that cannot be satisfied by any of the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds Notwithstanding any contrary provision of the sale Notice of Shares Grant or of this Agreement, if you fail to make satisfactory arrangements for the Participant fails to comply with payment of any Tax-Related Items when due, you permanently will forfeit the Participant's obligations in connection with Restricted Securities Units on which the Tax-Related Items. Items were not satisfied and will also permanently forfeit any right to receive Property thereunder. In that case, the Restricted Securities Units will be returned to the Company at no cost to the Company.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any and all income tax, social insurance, payroll tax,
fringe benefits tax, payment on account or other tax-related
items related to withholding ("Tax-Related Items"), you hereby acknowledge and agree that the
Participant's participation in... the Plan ultimate liability for any and legally applicable to the Participant ("Tax-Related Items") all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges liability and that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Restricted Stock Units, including the grant, grant or vesting or exercise of the Option, Restricted Stock Units, the issuance of shares of Common Stock upon settlement of vested Restricted Stock Units, and the subsequent sale of Shares the shares of Common Stock acquired pursuant to such exercise issuance; and the receipt of any dividends and/or any other distributions; 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 your liability for Tax-Related Items or achieve any particular tax result. Further, if Unless the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of Company or any relevant taxable or tax withholding event, as applicable, the Participant acknowledges Affiliate directs that it shall not, each Award shall include a requirement that you irrevocably agree that the Company and/or or any Affiliate (as appropriate) may recover the Employer (or former employer, as applicable) whole or any part of any employer taxes from you and at the request of the Company or any Affiliate (as appropriate) you shall elect (using a form approved by HM Revenue & Customs) that the whole or any part of the liability for employer taxes shall be transferred to you. The Company or any Affiliate may decide to release you from or not to enforce any part of your obligations in respect of employer taxes under this Section 9. An Award shall include a requirement that you irrevocably agree to enter into a joint election, under section 431(1) or section 431(2) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 in respect of the Common Stock to be acquired pursuant to the Award if required to withhold do so by the Company or account for Tax-Related Items in more than one jurisdiction. (b) any Affiliate before any Common Stock is issued to you under the Plan. 4 Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes withholding obligations of the Company and/or the Employer, or their respective agents, at their discretion, Employer. In this regard, you authorize the Company and/or the Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by you from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) withholding from proceeds of the sale of Shares shares of Common Stock acquired at exercise upon vesting/settlement of the Option either through a voluntary Restricted Stock Units. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale or through a mandatory sale arranged of shares of Common Stock that you acquire in settlement of the Restricted Stock Units to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares of Common Stock, provided that the Company and/or the Employer only withholds the amount of Common Stock necessary to satisfy the minimum withholding requirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by the Company (on and/or the Participant's behalf pursuant to this authorization) Employer within a reasonable time and 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) interest. Finally, the Participant agrees to you shall pay to the Company or and/or the Employer, Employer any amount of any Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's your participation in the Plan or from the grant, vesting, or settlement of the Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to issue shares of Common Stock in settlement of the Restricted Stock Units, or may refuse to deliver the Shares or the proceeds of the sale of Shares such Common Stock, if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. Items as described in this Section. You acknowledge and agree that the Company is making no representation or warranty as to the tax consequences to you as a result of the receipt of the Restricted Stock Units, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Grantee acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related Tax-...Related Items owed by the 1 Drafting Note: If dividend equivalents are not intended, change (e) to read: "The Units shall not entitle the Participant's participation in Grantee to receive any dividend equivalents with respect to any cash dividend that is otherwise paid with respect to shares of the Plan and legally applicable to the Participant ("Tax-Related Items") Stock." 1 Grantee is and remains the Participant's Grantee'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) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, Units or the subsequent sale of Shares shares of Stock acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of 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. Items. (b) Prior to any relevant taxable vesting of the Units, the Grantee shall pay 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. minimum withholding obligations of the Company. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable minimum Tax-Related Items by: (i) withholding legally payable by the Grantee from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise the shares of Stock. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of shares of Stock that the Grantee acquires to this authorization) without further consent; or Appendix B - 2 (iii) meet the minimum 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 Items, and/or (ii) withhold in shares of methods (i) and (ii) above. (c) Depending on the withholding method, Stock, provided that the Company may withhold or account for Tax-Related Items by considering applicable only withholds the amount of shares of Stock necessary to satisfy the 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) amount. Finally, the Participant agrees to Grantee shall 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds shares of the sale Stock in payment of Shares any earned and vested Units if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items as described in this Section 4.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, the Employer and/or Optionee's employer (the "Employer") take with respect to any or all Taxes, Optionee acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participatio...n in the Plan and legally applicable to the Participant ("Tax-Related Items") Taxes is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items Taxes in connection with any aspect of the Option, including, but not limited to, including the grant, vesting or exercise of the Option, the subsequent sale of any Option Shares acquired pursuant to such exercise at exercise; and the receipt of any dividends and/or any other distributions; and (2) (ii) do not commit to to, and are under no obligation to to, structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items Taxes or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items Taxes in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Taxes in more than one jurisdiction. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Taxes. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: (i) Taxes by withholding from the Participant's any wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or (ii) withholding from proceeds Employer. Exhibit A to Notice of Grant of Stock Option Page 5 11. Compliance with Laws and Regulations. (a) The exercise of this Option and the sale of Shares acquired at exercise issuance of the Option either through a voluntary sale or through a mandatory sale arranged Shares upon such exercise shall be subject to compliance by the Company (on and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Participant's behalf Common Stock may be listed for trading at the time of such exercise and issuance. (b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock 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 Option shall relieve 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 liability with respect to the non-issuance or sale of the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed as to which such approval shall not have been issued the full number of Shares subject obtained. The Company, however, shall use its best efforts 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. obtain all such approvals.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for your employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account
or and other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
y...ou ("Tax-Related Items"), you acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Stock Bonus Award, including the grant, vesting or exercise grant of the Option, Stock Bonus Award, the issuance of the Shares subject to the Stock Bonus Award, the subsequent sale of such Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Stock Bonus Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, You acknowledge that if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior The Company will only recognize you as a record holder of Shares subject to the Stock Bonus Award if you have paid or made, prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all any withholding obligation the Company and/or the Employer may have for Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) by one or a combination of the following methods: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold Shares subject to the Stock Bonus Award having a value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned Shares having a value equal to the Tax-Related Items to be withheld, (d) withholding from proceeds of the sale of the Shares acquired at exercise of subject to the Option Stock Bonus Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf and you hereby authorize such sale pursuant to this authorization) without further consent; authorization), or Appendix B - 2 (iii) withholding (e) any other arrangement approved by the Company and permissible under applicable law; in Shares to all cases, under such rules as may be issued upon exercise of established by the Option; Committee and in compliance with the Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon method of withholding shall be a mandatory sale under (d) above (unless the relevant Committee shall establish an alternate method prior to the taxable or tax withholding event, as applicable, unless event). You shall pay to the use Company or the Employer any amount of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or the issuance of Shares subject to this Stock Bonus Award that cannot be satisfied by one or a combination of methods (i) and (ii) above. (c) the means previously described. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rates, rate in which case the Participant will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Shares subject to the Stock equivalent. Bonus Award that would otherwise be issued to you. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Shares subject to the Stock Bonus Award that would otherwise be issued to you, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, such Shares, notwithstanding that a number of the such Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items you acknowledge that the Company or has no obligation to deliver Shares subject to the Employer may be required Stock Bonus Award to withhold or account for as a result of you until you have satisfied 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. Items as described in this Section.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Grantee acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to T...ax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Grantee is and remains the Participant's Grantee'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) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, Units or the subsequent sale of Shares shares of Stock acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of 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. Items. 1 (b) Prior to any relevant taxable vesting of the Units, the Grantee shall pay 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. minimum withholding obligations of the Company. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable minimum Tax-Related Items by: (i) withholding legally payable by the Grantee from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise the shares of Stock. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of shares of Stock that the Grantee acquires to this authorization) without further consent; or Appendix B - 2 (iii) meet the minimum 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 Items, and/or (ii) withhold in shares of methods (i) and (ii) above. (c) Depending on the withholding method, Stock, provided that the Company may withhold or account for Tax-Related Items by considering applicable only withholds the amount of shares of Stock necessary to satisfy the 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) amount. Finally, the Participant agrees to Grantee shall 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds shares of the sale Stock in payment of Shares any earned and vested Units if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items as described in this Section 4.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Grantee acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to T...ax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Grantee is and remains the Participant's Grantee'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) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, Units or the subsequent sale of Shares Common Stock acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of 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. Items. (b) Prior to any relevant taxable vesting of the Units, the Grantee shall pay 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. minimum withholding obligations of the Company. In this regard, the Participant Grantee authorizes the Company and/or the Employer, or their respective agents, at their in its discretion, to satisfy their withholding obligations with regard the extent permissible under applicable law, to all Tax-Related Items by: (i) withholding from the Participant's wages sell or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of arrange for the sale of Shares acquired at exercise of Common Stock that the Option either through a voluntary sale or through a mandatory sale arranged by Grantee acquires to meet the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) minimum 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 Items, and/or (ii) withhold in shares of methods (i) and (ii) above. (c) Depending on the withholding method, Common Stock, provided that 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 only withholds the Participant will receive a refund amount of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. necessary to satisfy the minimum withholding amount. If the foregoing does not result in sufficient proceeds to meet the minimum withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Items, 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 Grantee shall 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds Common Stock in payment of the sale of Shares any earned and vested Units if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items as described in this Section 4.
View More
Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless (a)Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits benefit tax, payment on account or other tax-related items related to the
Participant's Recipient's participation in the Plan
and legally applicable to ("Tax-Related I...tems"), the Participant ("Tax-Related Items") Recipient acknowledges that the ultimate liability for all Tax-Related Items owed by the Recipient is and remains the Participant's Recipient'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) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including the Option, including, but not limited to, the grant, grant or vesting of this Award or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise this Award; 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 this Award to reduce or eliminate the Participant's Recipient's liability for Tax-Related Items or achieve any a particular tax result. Further, if the Participant Recipient is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant Recipient acknowledges and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges agrees that the Company and/or or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Recipient 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: by one or a combination of the following: (i) withholding from the Participant's Recipient's wages or other cash compensation paid to the Participant Recipient by the Company and/or or the Employer; or (ii) withholding from the proceeds of the sale of Shares acquired at exercise upon vesting of the Option this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on 5 IIVI RSU (1 year) Shares 111618 the Participant's Recipient's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise vesting of this Award; or (iv) any other method determined by the Option; provided, however, that Committee and permitted by applicable laws. Notwithstanding the foregoing, if the Participant Recipient is a subject to the short-swing profit rules of Section 16 officer 16(b) of the Company under the Exchange Act, then the Company will withhold in Shares issuable at vesting of the Award upon the relevant taxable or tax withholding event, as applicable, unless otherwise determined by 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 Committee. (c)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 Recipient 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, the Recipient may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Recipient is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, Items. (d)Finally, the Participant agrees to Recipient shall pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Recipient's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of from the sale of Shares Shares, if the Participant Recipient fails to comply with the Participant's Recipient's obligations in connection with the Tax-Related Items. Items as described in this Section 10.
View More
