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
or deemed by the Company... or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Unit Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; Restricted Unit Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Unit Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees agrees, if requested by the Company, to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, furtherance and not in limitation of the foregoing, 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 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 the payment to be made to the Participant upon vesting or settlement, as the Company may B-1 determine, 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 Restricted Unit Award. 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 rates. (c) 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 the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares make a payment pursuant to this Agreement 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 Affiliate that employs the Participant (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe
4 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 actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, Award, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise the Award and the receipt of any dividends and/or any other distributions; Dividend Equivalents; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Option Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, Furthermore, if the Participant is has become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) Employer, (iii) withholding from the proceeds of the sale of Shares Stock acquired at exercise of pursuant to the Option Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); and/or (iv) withholding in Shares from the shares of Stock subject to be issued upon exercise of the Option; Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Securities Exchange Act, Act of 1934, as amended ("Exchange Act"), then the Participant may elect the form of withholding from the alternatives above in advance of any tax withholding event, and in the absence of the Participant's timely election, the Company will withhold in Shares upon shares of Stock (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, year in which case, shares of Stock are issued upon settlement of the obligation Restricted Stock Units), or the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) may determine that a particular method be used to satisfy any withholding obligations for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Items. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent in Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, the Participant is deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Stock are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. Items. The Company may refuse to issue or deliver the Shares or Stock, the proceeds of the sale of Shares Stock or cash in the amount of any Dividend Equivalents if the Participant fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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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
or deemed by the Company... or the Employer in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Unit Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; Restricted Unit Award; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Unit Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees agrees, if requested by the Company, to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, furtherance and not in limitation of the foregoing, 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 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 the payment to be made to the Participant upon vesting or settlement, as the Company may determine, 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 Restricted Unit Award. 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 rates. (c) 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 the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares make a payment pursuant to this Agreement if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any or all income tax, social insurance, payroll tax, fringe
benefits tax, benefit, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant
("Tax-Related... Items") or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (the "Tax-Related Items"), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Employer, if any. The Participant further acknowledges and agrees that the Company and/or the Employer (1) Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Participant's participation in the Plan, including, but not limited to, the grant, grant of Restricted Stock Units, the vesting or exercise of the Option, Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such exercise purchased under the Plan and the receipt of any dividends and/or any other distributions; and (2) dividends; (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, result; and (iii) if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Restricted Stock Units are granted and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the relevant taxable or tax taxable withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Items required to be withheld. In this regard, the Participant 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: required to be withheld 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 (ii) withholding from the proceeds of from the sale of Shares acquired at exercise of the Option upon vesting, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 including pursuant to a broker-assisted settlement; (iii) withholding in having the Company withhold Shares to be issued that the Participant otherwise would have received upon exercise vesting of the Option; provided, however, that if the Participant is a Section 16 officer of Restricted Stock Units; or (iv) any other arrangement satisfactory to the Company under or the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use Employer regarding payment of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates, including maximum 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) rates. (c) Finally, the Participant agrees to pay to the Company or the Employer, Employer any amount number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company or the Employer may refuse to issue honor the vesting of the Restricted Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for Participant's employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's participation in the Plan and legally applicable to
t...he Participant ("Tax-Related Items") Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges and agrees that the Company and/or the Employer (1) Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Stock Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such exercise issuance and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant 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) -3- 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 the 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 to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise upon vesting/settlement of the Option Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; authorization); or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise vesting/settlement of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Restricted Stock Units. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) due as a result of any aspect of Participant's participation in the Plan. Finally, the Participant agrees to 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 participation in the Plan that cannot be satisfied by the means previously described. described above. 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, Restricted Stock Units, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Stock Units, the subsequent sale of any Shares acquired pursuant to such exercise at settlement and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to 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 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) 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 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. 5 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, and/or the
Employer Participant's employer ("Employer") take with respect to any Tax-Related Items, 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 applicab...le to the Participant ("Tax-Related Items") Tax-Related Items is and remains the Participant's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) (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, Award, including the grant, vesting or exercise grant of the Option, RSUs, the vesting of the RSUs, the delivery of Shares, the subsequent sale of any Shares acquired pursuant to such exercise at vesting and the receipt of any dividends and/or any other distributions; Dividend Equivalent Rights; 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 Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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 the relevant taxable or tax withholding event, as applicable, the Participant agrees to 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 the Company and/or the Employer, or their respective agents, at their discretion, discretion and pursuant to such procedures as they may specify from time to time, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) by one or a combination of the following: (a) withholding from the Participant's any wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; (b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or (ii) paid upon vesting/settlement of the Award; (c) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant's behalf and at the Participant's direction pursuant to this authorization), including selling Shares as part of a block trade with other Participants in the Plan; or (d) withholding from the proceeds of the sale of Shares acquired at exercise upon vesting/settlement of the Option either through a voluntary sale Award; or through a mandatory sale arranged (e) any other method of withholding determined by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of permitted under the Option; provided, however, that Plan and, to the extent required by Applicable Law or under the Plan, approved by the Committee. Notwithstanding the foregoing, if the Participant is a Section 16 an officer of the Company under who is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares must satisfy any withholding obligations arising upon the relevant occurrence of a taxable or tax withholding event, as applicable, by withholding Shares otherwise deliverable or an amount otherwise payable upon settlement of Dividend Equivalent Rights pursuant to method (b), unless the use of such withholding method is problematic under applicable tax Board or securities law or has materially adverse accounting consequences, the Committee determines in which case, its discretion to satisfy the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) (a), (b), (c), and (ii) (d) above. (c) Depending on the withholding method, the The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum rates applicable rates, in which case the Participant will receive a refund of Participant's jurisdictions(s). If the maximum rate is used, any over-withheld amount may be refunded to the Participant in cash and will have by the Company or Employer (with no entitlement to the Common Stock equivalent. Share equivalent) or if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, a number of Shares as described herein, 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 RSUs, 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. Items. The Company may refuse to issue or deliver to the Participant any Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, and/or the
Employer the ultimate liability for Participant's employer (the "Employer") take with respect to any or all income
tax, tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll
tax, fringe benefits tax, payment on account or other tax-related items relat
...ed to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer ("Tax-Related Items") Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or 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, Award, including the grant, vesting or exercise grant of the Option, Stock Units, the vesting of the Stock Units, the delivery of Shares, the subsequent sale of any Shares acquired pursuant to such exercise at vesting and the receipt of any dividends and/or any other distributions; dividend equivalents; 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 Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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 the relevant taxable or tax withholding event, as applicable, the Participant agrees to shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its discretion and pursuant to such procedures as it may specify from time to time, to satisfy their withholding and all other obligations with regard to all Tax-Related Items by: (i) legally payable by the Participant by one or a combination of the following: (a) withholding from the Participant's any wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; (b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or (ii) paid upon vesting/settlement of the Award; (c) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant's behalf and at the Participant's direction pursuant to this authorization), including selling shares as part of a block trade with other Participants in the Plan; or 4 (d) withholding from the proceeds of the sale of Shares acquired at exercise upon vesting/settlement 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 Award. To avoid negative 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, treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, a number of Shares as described herein, 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, Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, due as a result of any aspect of the Participant's participation in the Plan. The Participant agrees to shall pay to the Company or and/or the Employer, Employer any amount of Tax-Related Items that the Company or and/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 to the Participant any Shares or pursuant to the proceeds of the sale of Shares Participant's Award if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) 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 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 to be issued upon exercise of (iv) any other method determined by the Option; Company; provided, however, that if the Participant is a Section 16 officer of 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, case withholding shall be done by the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and method set forth in (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested PRSUs, A-5 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 Regardless of any action
taken by the Company
or, if different, and/or the
Employer the ultimate liability for Participant's employer (the "Employer") take with respect to any or all income
tax, tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll
tax, fringe benefits tax, payment on account or other tax-related items relat
...ed to the Participant's participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer ("Tax-Related Items") Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or 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, Award, including the grant, vesting or exercise grant of the Option, Stock Units, the vesting of the Stock Units, the delivery of Shares, the subsequent sale of any Shares acquired pursuant to such exercise at vesting and the receipt of any dividends and/or any other distributions; dividend equivalents; 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 Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is or becomes subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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 the relevant taxable or tax withholding event, as applicable, the Participant agrees to shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, its discretion and pursuant to such procedures as it may specify from time to time, to satisfy their withholding and all other obligations with regard to all Tax-Related Items by: (i) legally payable by the Participant by one or a combination of the following: (a) withholding from the Participant's any wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; (b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or (ii) paid upon vesting/settlement of the Award; 4 (c) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant's behalf and at the Participant's direction pursuant to this authorization), including selling shares as part of a block trade with other Participants in the Plan; or (d) withholding from the proceeds of the sale of Shares acquired at exercise upon vesting/settlement 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 Award. To avoid negative 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, treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, a number of Shares as described herein, 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, Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, due as a result of any aspect of the Participant's participation in the Plan. The Participant agrees to shall pay to the Company or and/or the Employer, Employer any amount of Tax-Related Items that the Company or and/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 to the Participant any Shares or pursuant to the proceeds of the sale of Shares Participant's Award if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section.
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