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 (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 5 IIVI RSU Shares 111618 (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 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.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges that, regardless General. 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 Participant 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 participation in the Plan and legally applicable to Tax-Related Items owed by the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by that the Company or the Employer. The Participant further acknowledges an Affiliate that the Company and/or the Employer (1) make Participant provides Services to (the "Employer") (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, RSUs and Additional RSUs or the subsequent sale of any Shares 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 liability for Tax-Related Items or achieve Items. (b) Withholding. Prior to vesting of any particular tax result. Further, if RSUs and Additional RSUs, 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 shall pay 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. withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding Employer or from proceeds of the sale of Shares acquired at exercise of any Shares. 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 or Employer may (i) sell or arrange for the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in sale of any Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of acquires to meet 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 Items, and/or (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 retain a number of the Shares are held back solely for RSUs and Additional RSUs otherwise payable, provided that the purpose Company only retains a number of paying RSUs and Additional RSUs necessary to satisfy no more than the Tax-Related Items (d) required withholding amount (not to exceed maximum statutory rates). Finally, the Participant agrees to shall pay to the Company or the Employer, and/or 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 any Shares or the proceeds of the sale of Shares make any payment with respect to any earned and vested RSUs and Additional RSUs if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 5. 4 6. Transferability; Unfunded Arrangement. Until such time as the RSUs and Additional RSUs become earned and vested in accordance with this Agreement, the RSUs and Additional RSUs, and any rights relating thereto, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, other than in connection with the Participant's death. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs and Additional RSUs or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the RSUs and Additional RSUs will be forfeited by the Participant and all of the Participant's rights to such RSUs and Additional RSUs shall immediately terminate without any payment of consideration by the Company. RSUs and Additional RSUs constitute an unfunded and unsecured obligation of the Company.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant (a)The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary for which the Grantee provides services (the "Service Recipient"), 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 Grantee's participation in the Plan and
...legally applicable or deemed applicable to the Participant Grantee ("Tax-Related Items") is and remains the Participant's Grantee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Service Recipient. The Participant Grantee further acknowledges that the Company and/or the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, this Award, including, but not limited to, the grant, vesting or exercise of the Option, this Award, the subsequent sale of Shares shares of Stock (if any) acquired pursuant to such upon the exercise of this Award and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option this 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 Grantee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee acknowledges that the Company and/or the Employer Service Recipient (or former employer, service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company and/or the Employer, Service Recipient, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations or rights with regard to all Tax-Related Items by: by one or a combination of the following: (i) requiring the Grantee to make a payment in a form acceptable to the Company; (ii) withholding from the Participant's wages Grantee's wages, or other cash compensation paid payable to the Participant Grantee by the Company and/or or the Employer; or (ii) Service Recipient, (iii) withholding from proceeds of the sale of Shares shares of Stock acquired at upon the exercise of the Option this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee's behalf pursuant to this authorization) authorization without further consent; consent), (iv) withholding from the cash payment or Appendix B - 2 (iii) withholding in Shares shares of Stock otherwise issuable at exercise of this Award, or (v) any method determined by the Committee to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the in compliance with applicable laws. (c)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 and/or Service Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable rates, in which case the Participant will Grantee's jurisdiction. In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Common Stock equivalent. equivalent in Stock), or if not refunded, the Grantee may seek a refund from local tax authorities. In the event of under-withholding, the Grantee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant Grantee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, exercised Award, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, Items.11 (d)Finally, the Participant Grantee agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient 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 deliver the Shares underlying shares of Stock or the proceeds of from the sale of Shares the shares of Stock acquired upon exercise of this Award, if the Participant Grantee fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the
Company or, if different, the Employer Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's participation in the Plan and legally applicable to
the Participant ("Tax-Related Items") is and remains
the Participant's
r...esponsibility and may exceed the amount actually withheld by the Company or the Employer. The responsibility. Participant further acknowledges that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Restricted Stock Units, including, but not limited to, the grant, vesting vesting, deferral or exercise settlement of the Option, Restricted Stock Units, the issuance of Award Shares upon settlement of the Restricted Stock Units, the subsequent sale of Award Shares acquired pursuant to such exercise settlement; and the receipt of any dividends and/or any other distributions; 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 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 Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary for which the Optionee provides services Optionee (the "Service Recipient"), 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 Optionee's participation in the Plan
... and legally applicable to the Participant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Service Recipient. The Participant Optionee further acknowledges that the Company and/or the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of Stock acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the this Stock Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the 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 Service Recipient (or former employer, service recipient, 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 Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, Service Recipient, 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 Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; Service Recipient; (ii) allowing or (ii) requiring the Optionee to make a cash payment to cover the Tax-Related Items; (iii) withholding from proceeds of the sale of Shares shares of Stock acquired at upon exercise of the this Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); (iv) withholding in Shares from the shares of Stock to be issued to the Optionee upon exercise of this Stock Option; or (v) any other method of withholding determined by the Option; Company and permitted by applicable law; provided, however, that that if the Participant Optionee 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 only by one or a combination of methods (i) (i), (ii) and (ii) (iii) above. 4 (c) Depending on the withholding method, the Company and/or the Service Recipient 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 the Optionee's jurisdiction, in which case the Participant will Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent amount in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant The Optionee agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company Service Recipient or the Employer may be required to withhold or account for as a result of the Participant's Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock, or the proceeds of the sale of Shares shares of Stock, if the Participant Optionee 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 Optionee acknowledges
and agrees that, regardless of any action taken by the Company or, if different, the
Employer Affiliate employing or otherwise retaining the service of the Optionee (the "Service Recipient"), 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 Optionee's part
...icipation in the Plan and legally applicable to the Participant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Service Recipient. The Participant Optionee further acknowledges that the Company and/or the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of Stock acquired pursuant to such upon the exercise of this Stock Option and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure or administer the terms of the grant or any aspect of the this Stock Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the 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 Service Recipient (or former employer, Service Recipient, 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 Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, Service Recipient, 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 Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or or the Employer; or Service Recipient, (ii) withholding from proceeds of the sale of Shares the shares of Stock acquired at upon the exercise of the this Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 consent), (iii) withholding in Shares from the shares of Stock otherwise issuable at exercise of this Stock Option, or (iv) any method determined by the Administrator to be issued upon exercise of in compliance with applicable laws. (c) The Company and/or 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 Service Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable rates, in the Optionee's jurisdiction(s), in which case the Participant will Optionee 4 may 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, for tax purposes, the Participant is Optionee shall be deemed to have been issued the full number of Option Shares subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Option Shares are is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant The Optionee agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient may be required to withhold or account for as a result of the Participant's Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Option Shares or the proceeds of the sale of the Option Shares acquired upon the exercise of this Stock Option, if the Participant Optionee 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 Optionee acknowledges
and agrees that, regardless of any action taken by the Company or, if different, the
Employer Affiliate employing or otherwise retaining the service of the Optionee (the "Service Recipient"), 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 Optionee's part
...icipation in the Plan and legally applicable to the Participant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. Service Recipient. The Participant Optionee further acknowledges that the Company and/or the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of Stock acquired pursuant to such upon the exercise of this Stock Option and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure or administer the terms of the grant or any aspect of the this Stock Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the 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 Service Recipient (or former employer, Service Recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 4 (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 Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, Service Recipient, 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 Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or or the Employer; or Service Recipient, (ii) withholding from proceeds of the sale of Shares the shares of Stock acquired at upon the exercise of the this Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 consent), (iii) withholding in Shares from the shares of Stock otherwise issuable at exercise of this Stock Option, or (iv) any method determined by the Administrator to be issued upon exercise of in compliance with applicable laws. (c) The Company and/or 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 Service Recipient may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable rates, in the Optionee's jurisdiction(s), in which case the Participant will Optionee may 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, for tax purposes, the Participant is Optionee shall be deemed to have been issued the full number of Option Shares subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Option Shares are is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant The Optionee agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient may be required to withhold or account for as a result of the Participant's Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Option Shares or the proceeds of the sale of the Option Shares acquired upon the exercise of this Stock Option, if the Participant Optionee 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 You acknowledge that, regardless of any action taken by the
Company or, if different, the Employer Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
you or deemed by the
Participant Company in its dis...cretion to be an appropriate charge to you even if legally applicable to the Company ("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 to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, its 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: (i) withholding from any compensation otherwise payable to you by the Participant's wages or other Company; (ii) causing you to tender a cash compensation paid 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 Participant by Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares 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 and/or its Affiliates; or (iv) withholding shares of Common Stock from the Employer; shares of Common Stock issued or (ii) withholding from proceeds otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the sale date shares 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 Common Stock are issued pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares Section 6) equal 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 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 may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. 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 you 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, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares shares of Common 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 shares or the proceeds of the sale of Shares shares of Common Stock if the Participant fails you fail to comply with the Participant's obligations your obligations, if any, 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 Grantee acknowledges that, regardless of any action taken by
TeleTech or, the
Company or, if different, 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 Grantee's participation in the Plan and legally applicable to
Grantee or deemed by TeleTech or the
Par...ticipant Employer in its discretion to be an appropriate charge to Grantee even if legally applicable to TeleTech or the Employer ("Tax-Related Items") is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company TeleTech or the Employer. The Participant Grantee further acknowledges that the Company TeleTech 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, RSUs, including, but not limited to, the grant, vesting or exercise settlement of the Option, RSUs, the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise settlement 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 or any aspect of the Option RSUs to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Grantee is subject to Tax-Related Items in more than one jurisdiction between the Date date of Grant grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Grantee acknowledges that the Company TeleTech 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 Grantee agrees to make adequate arrangements satisfactory to the Company TeleTech and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Grantee authorizes the Company TeleTech and/or the Employer, or their respective agents, at their discretion, to satisfy their any 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 Grantee's wages or other cash compensation paid to the Participant Grantee by the Company TeleTech and/or the Employer; any Affiliate; or (ii) (b) withholding from proceeds of the sale of Shares shares of Common Stock acquired at exercise upon vesting/settlement of the Option RSUs either through a voluntary sale or through a mandatory sale arranged by the Company TeleTech (on the Participant's Grantee's behalf pursuant to this authorization) without further consent; authorization); or Appendix B - 2 (iii) (c) withholding in Shares shares of Common Stock 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) RSUs. (d) Depending on the withholding method, the Company TeleTech 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 Grantee 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, shares of Common Stock, for tax purposes, the Participant Grantee is deemed to have been issued the full number of Shares shares of Common Stock subject to the portion of the Option that is exercised, vested RSUs, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant Grantee agrees to pay to the Company TeleTech or the Employer, any amount of Tax-Related Items that the Company TeleTech 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 TeleTech may refuse to issue or deliver the Shares shares 4 or the proceeds of the sale of Shares shares of Common Stock, if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Notwithstanding anything in this Section 6 to the contrary, to avoid a prohibited acceleration under Section 409A of the Code, if shares of Common Stock subject to RSUs will be withheld (or sold on Grantee's behalf) to satisfy any withholding obligation for Tax-Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Section 409A of the Code, then the number of shares withheld (or sold on Grantee's behalf) shall not exceed the number of shares that equals the liability for 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 You acknowledge that, regardless of any action taken by the
Company or, if different, the Employer Company, the ultimate liability for
all any U.S. federal, state, local and non-U.S. income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
you or ...deemed by the Participant Company in its discretion to be an appropriate charge to you even if legally applicable to the Company ("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 to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, its 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: (i) withholding from any compensation otherwise payable to you by the Participant's wages or other Company; (ii) requiring you to tender a cash compensation paid payment prior to the Participant by delivery of shares of Common Stock to you; (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 Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares 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 and/or its Affiliates; or (iv) withholding shares of Common Stock from the Employer; shares of Common Stock issued or (ii) withholding from proceeds otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the sale date shares 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 Common Stock are issued pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares Section 6) equal 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 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 may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. 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 you 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, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items (d) Items. 3 (c) Finally, the Participant agrees you agree 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 your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares of Common Stock if the Participant fails you fail to comply with the Participant's obligations your obligations, if any, in connection with the Tax-Related Items.
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