Responsibility for Taxes Clause Example with 236 Variations from Business Contracts

This page contains Responsibility for Taxes clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") is and remains the Participant's responsibi...lity and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. View More Arrow

Variations of a "Responsibility for Taxes" Clause from Business Contracts

Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the Employer Grantee acknowledges that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to T...ax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Grantee is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by that the Company or the Employer. The Participant further acknowledges a Subsidiary that the Company and/or the Employer (1) make Grantee is employed by or 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, vesting or exercise of the Option, Option or the subsequent sale of Shares any shares of Common Stock acquired pursuant to such exercise upon exercise; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Items. (b) Prior to any relevant taxable the exercise of the Option, the Grantee shall pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding obligations of the Company or Employer. In this regard, the Participant Grantee 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 Grantee from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; or (ii) withholding Employer or from proceeds of the sale of Shares acquired at any shares of Common Stock. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any shares of Common Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold shares of Common Stock otherwise issuable upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by in an amount necessary to satisfy 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) Items. Finally, the Participant agrees to Grantee 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds shares of Common Stock upon exercise of the sale of Shares Option if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items as described in this Section 3. 3 (c) If the Notice indicates that the Award is intended to be an Incentive Stock Option and if the Grantee makes any disposition of Shares delivered pursuant to the exercise of the Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the Grantee shall notify the Company of such disposition within ten days of such disposition. View More Arrow
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; RSUs, provided, however, however that if the Participant Grantee is a Section 16 officer of the Company TeleTech under the U.S. Securities and Exchange Act, Act of 1934, as amended, then Grantee may elect the Company form of withholding from the alternatives above in advance of any taxable or tax withholding event, as applicable, and in the absence of Grantee's timely election, TeleTech will withhold in Shares shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless or the use of such Committee may determine that a particular method be used to satisfy any withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation obligations 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 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. 4 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 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. View More Arrow
Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the Employer Grantee acknowledges that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to T...ax-Related Items owed by the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Grantee is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by that the Company or the Employer. The Participant further acknowledges a Subsidiary that the Company and/or the Employer (1) make Grantee is employed by or 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, vesting or exercise of the Option, Option or the subsequent sale of Shares any shares of Common Stock acquired pursuant to such exercise upon exercise; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Items. (b) Prior to any relevant taxable the exercise of the Option, the Grantee shall pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding obligations of the Company or Employer. In this regard, the Participant Grantee 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 Grantee from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; or (ii) withholding Employer or from proceeds of the sale of Shares acquired at any shares of Common Stock. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any shares of Common Stock that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold shares of Common Stock otherwise issuable upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by in an amount necessary to satisfy 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) Items. Finally, the Participant agrees to Grantee 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 Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or and deliver the Shares or the proceeds shares of Common Stock upon exercise of the sale of Shares Option if the Participant Grantee fails to comply with the Participant's Grantee's obligations in connection with the Tax-Related Items. Items as described in this Section 3. 2 (c) If the Notice indicates that the Award is intended to be an Incentive Stock Option and if the Grantee makes any disposition of Shares delivered pursuant to the exercise of the Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the Grantee shall notify the Company of such disposition within ten days of such disposition. View More Arrow
Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action taken by the Company or, if different, the Employer the ultimate liability for your employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or and other tax-related items related to the Participant's your participation in the Plan and legally applicable to y...ou ("Tax-Related Obligations"), you acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Obligations is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items Obligations in connection with any aspect of the Option, including, but not limited to, award, including the grant, vesting or exercise settlement of the Option, RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant award or any aspect of the Option RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items Obligations or achieve any particular tax result. Further, You acknowledge that if the Participant is you are subject to Tax-Related Items Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items Obligations in more than one jurisdiction. (b) 1 Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all any withholding obligation the Company and/or the Employer may have for Tax-Related Items. Obligations. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding Obligations from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) by withholding from proceeds of the sale of the 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 your behalf and you hereby authorize such sale pursuant to this authorization) without further consent; authorization). The Committee may also authorize one or Appendix B - 2 (iii) withholding a combination of the following methods to satisfy Tax-Related Obligations: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Obligations in cash, (b) having the Company withhold otherwise deliverable cash or Shares having a value equal to the Tax-Related Obligations to be issued upon exercise of withheld, (c) delivering to the Option; Company already-owned Shares having a value equal to the Tax-Related Obligations to be withheld, or (d) any other arrangement approved by the Company and permissible under applicable law; in all cases, under such rules as may be established by the Committee and in compliance with the Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be a mandatory sale (unless the Committee shall establish an alternate method prior to the taxable or withholding event). You shall pay to the Company will or the Employer any amount of Tax-Related Obligations that the Company or the Employer may be required to withhold as a result of your participation in the Plan or your issuance of Shares upon settlement of 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 RSUs that cannot be satisfied by one or a combination of methods (i) and (ii) above. (c) the means previously described. Depending on the withholding method, the Company may withhold or account for Tax-Related Items Obligations by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rates, rate in your jurisdiction in which case the Participant will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent in Shares. If the obligation for Tax-Related Items Obligations is satisfied by withholding in Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Obligations. Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items you acknowledge that the Company or the Employer may be required has no obligation 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 from the sale of Shares if to you until you have satisfied the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Obligations as described in this Section. View More Arrow
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 the Company or, if different, and/or the Employer the ultimate liability for Parent or Subsidiary employing Grantee (the "Employer") take with respect to any or all income tax, tax (including federal, state, and/or local taxes), social insurance, fringe benefit tax, payroll tax, fringe benefits tax, payment on account or other tax-relat...ed items related to the Participant's Grantee's participation in the Plan and legally applicable to Grantee or deemed by the Participant Company or the Employer in their reasonable discretion to be an appropriate charge to Grantee even if legally applicable to the Company or Employer ("Tax-Related Items") Items"), the ultimate liability for all Tax- Related Items legally due by Grantee is and remains the Participant's Grantee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Grantee 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, Restricted Stock Units, including the grant, vesting or exercise grant of the Option, Restricted Stock Units, the vesting of Restricted Stock Units, the settlement of the 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) (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 Grantee's liability for Tax-Related Items or achieve any particular tax result. Items. Further, if the Participant Grantee 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 jurisdiction, Grantee 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 Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to any relevant taxable or tax withholding event, as applicable, Grantee, unless and until satisfactory arrangements (as determined by the Participant agrees to make adequate arrangements satisfactory Administrator) will have been made by Grantee with respect to the payment of all Tax- Related Items which the Company and/or determines must be withheld with respect to the Employer Restricted Stock Units. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may require Grantee to satisfy all Tax-Related Items. In this regard, Items, in whole or in part by one or more of 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) following (without limitation): (a) paying cash, (b) withholding from the Participant's Grantee's wages or other cash compensation paid to the Participant Grantee by the Company and/or the Employer; Employer, (c) selling a sufficient number of such Shares otherwise deliverable to Grantee (on Grantee's behalf and at his 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 her direction pursuant to this authorization) without further consent; through such means as the Company may determine in its sole discretion (whether through a broker or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of otherwise), or (d) have the Option; Company withhold otherwise deliverable Shares, provided, however, that if the Participant Grantee is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon Administrator shallestablish the relevant taxable or tax method of withholding from alternatives (a)-(d) herein and, if the Administrator does not exercise its discretion prior to the Tax-Related Items withholding event, as applicable, unless then Grantee shall be entitled to elect the use method of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, from the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) alternatives above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related 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 Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Grantee 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 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 due as a result of any aspect of the Participant's participation in Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the Plan that cannot be satisfied by payment of any Tax-Related Items hereunder at the means previously described. The Company may refuse time any applicable Shares otherwise are scheduled to issue or deliver vest pursuant to Section 2, Grantee will permanently forfeit such Shares and the Shares or will be returned to the proceeds of Company at no cost to the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Company. View More Arrow
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 the Participant's wages or other cash any compensation paid otherwise payable to the Participant you by the Company and/or the Employer; or an Affiliate; (ii) withholding from proceeds causing you to tender a cash payment; (iii) entering on your behalf (pursuant to this authorization without further consent) into a "same day sale" commitment with a broker dealer that is a member of the sale of Shares acquired at exercise Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the Option either through a voluntary sale or through a mandatory sale arranged by shares to be delivered under the Stock Units 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 (on and/or its Affiliates; or (iv) withholding shares of Common Stock from the Participant's behalf shares of Common Stock issued or otherwise issuable to you in connection with the Stock Units with a Fair Market Value (measured as of the date shares of 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 4. 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, Stock Units, 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. (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 your obligations in connection with the Tax-Related Items. View More Arrow
Responsibility for Taxes. This provision supplements As further provided in Section 6 8 of the Nonqualified Stock Plan: (a) you may not exercise your Option Agreement: (a) The Participant acknowledges unless the applicable tax withholding obligations are satisfied, and (b) you acknowledge and agree that, regardless of any action taken by the Company or, if different, the Employer your Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-r...elated items related to the Participant's your participation in the Plan and legally applicable or deemed applicable to the Participant you ("Tax-Related Items") is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge 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, Option or the underlying shares of Common Stock, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, you acknowledge 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 The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in your jurisdiction(s). In the event of over-withholding, you may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in shares of Common Stock), or if not refunded, you may be able to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any relevant taxable additional Tax-Related Items directly to the applicable tax authority or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer Employer. Accordingly, you may not be able to satisfy all Tax-Related Items. In this regard, exercise your Option even though the Participant authorizes Option is vested, and the Company and/or shall have no obligation to issue shares of Common Stock subject to your Option, unless and until such Tax-Related Items are satisfied. You authorize the Employer, or their respective agents, Company, at their its discretion, to satisfy their withholding obligations with regard to all the Tax-Related Items by: (i) by one or a combination of the following: (a) withholding from the Participant's your wages or other cash compensation paid payable to the Participant you by the Company and/or or Employer, (b) withholding shares of Common Stock that otherwise would be issued to you, (c) payment from the Employer; or (ii) withholding from proceeds of the sale of Shares shares acquired at upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; consent), (d) requiring you to make a payment in a form acceptable to the Company, or Appendix B - 2 (iii) (e) any other method of withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of determined by the Company under and permitted by Applicable Law. If the Exchange Act, then Tax-Related Items are satisfied by a mandatory sale pursuant to method (c) above, you are deemed to instruct and authorize 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 and a combination of methods (i) and (ii) above. (c) Depending on the withholding method, brokerage firm determined acceptable to 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 such purpose 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 sell on your behalf a number of whole shares of Common Stock from the Shares shares that are held back solely for issuable upon exercise hereof as are necessary to generate cash proceeds determined by the purpose of paying Company to be sufficient to satisfy the Tax-Related Items. Such shares will be sold on the date on which the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company arises or the Employer, any amount of Tax-Related Items as soon thereafter as practicable. You acknowledge and agree that the Company is under no obligation to arrange for such sale at any particular price, that you are responsible for all fees and other costs of sale, that you are hereby agreeing to indemnify and hold the Company harmless from any losses, costs, damages or the Employer may be required expenses relating to withhold or account for as a result of the Participant's participation in the Plan any such sale, and that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the any such sale of Shares if the Participant fails may not be sufficient to comply with the Participant's obligations in connection with the satisfy your Tax-Related Items. View More Arrow
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 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 your participation in the Plan and legally applicable to you ("Tax-Related Items"), you ackno...wledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually amount, if any, withheld by the Company or the Employer. The Participant Company. You further acknowledges acknowledge that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, vesting or exercise settlement of the Option, Restricted Share Units, the issuance of Shares, 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) do (ii) does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction (or have 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, the Participant acknowledges applicable), you acknowledge 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 Your acceptance of this Agreement constitutes your instruction and authorization to the Company and/or to withhold Shares otherwise deliverable upon vesting of the Employer Award having a Fair Market Value on the date of vesting equal to the amount sufficient to satisfy all 2 the Tax-Related Items. In this regard, Shares will be delivered as soon as administratively practicable following the Participant authorizes vesting date and the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their calculation of applicable withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then taxes. (c) To avoid negative accounting treatment, 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 calculating the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to actual taxes due at vesting before delivering 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 net number of Shares subject to you. Any fractional shares required to be withheld will be rounded up 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 nearest Share. (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 unless and until you have complied with your obligations related to comply with the Participant's obligations in connection with the Tax-Related Items. Items described in this Section 7. View More Arrow
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, tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), 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 a...nd legally applicable to the Participant you ("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 your employer (if not the Employer Company) 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, if any, by any of the following means or by a combination of such means: (i) 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 issued under the Award to satisfy the Tax-Related Items by: (i) 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 in compliance with the Company's insider trading policy and 10b5-1 trading plan policy, if applicable; (ii) withholding shares of Common Stock from the Participant's wages shares of Common Stock issued or other cash compensation paid otherwise 9 issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to you or, if and as determined by the Company, the date on which the Tax-Related Items are required to be calculated) equal to the Participant amount of such Tax-Related Items; or (iii) any other method of withholding agreed to by the Company and/or and you in writing and permitted by applicable law. The Company will use best efforts to facilitate the Employer; or (ii) withholding from proceeds satisfaction of Tax-Related Items by you using one 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 methods described 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 clauses (i) and (ii) above. (c) of the preceding sentence. However, the Company does not guarantee that you will be able to satisfy any Tax-Related Items through any of the methods described in the preceding sentence and in all circumstances you remain responsible for timely and fully satisfying the Tax-Related Items. Depending on the withholding method, method employed, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rates, rate in your jurisdiction to the extent permitted under the Plan, in which case the Participant will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock equivalent. Stock. In the event any under-withholding results from the application of minimum statutory or other withholding rates, you may be required to pay additional amounts to the tax authorities. 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. (c) Finally, the Participant agrees you agree to pay to the Company or the Employer, your employer any amount of Tax-Related Items that the Company or the Employer your 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 any of the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds Notwithstanding any contrary provision of the sale Plan, the Grant Notice or of Shares this Agreement, if you fail to make satisfactory arrangements for the Participant fails to comply with payment of any Tax-Related Items when due, you permanently will forfeit the Participant's obligations in connection with RSUs on which the Tax-Related Items. Items were not satisfied and will also permanently forfeit any right to receive shares of Common Stock under such forfeited RSUs. In that case, such forfeited RSUs will be returned to the Company at no cost to the Company. View More Arrow
Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different, the Employer or your employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant's your participation in the Plan and legally applicable to the Participant you ("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 your employer. You further acknowledges acknowledge that the Company and/or the Employer (1) your employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Plan, including, but not limited to, without limitation, the grant, vesting or exercise grant of the Option, Purchase Rights, the purchase and issuance of shares of Common Stock, the subsequent sale of Shares acquired pursuant to such exercise and shares of Common Stock or 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 of the Purchase Rights or any aspect of the Option Plan to reduce or eliminate the Participant's your liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges jurisdiction, you acknowledge that the Company and/or the Employer your 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 you agree to make adequate arrangements satisfactory to the Company and/or the Employer your 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, your employer to satisfy their any withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's your wages or other cash compensation paid payable to the Participant you by the Company and/or the Employer; or your employer; (ii) withholding from the proceeds of from the sale of Shares shares of Common Stock acquired at exercise of under the Option Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; consent); or Appendix B - 2 (iii) withholding in Shares 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) to you at purchase. Depending on the withholding method, 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 you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent amount in shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares, for tax purposes, the Participant is you will be deemed to have been issued the full number of Shares shares subject to the portion of the Option that is exercised, exercised Purchase Rights, notwithstanding that a number of the Shares some shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees you agree to pay to the Company or the Employer, your employer any amount of Tax-Related Items that the Company or the Employer your employer may be required to withhold or account for as a result of the Participant's your participation in the Plan and that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Common Stock or the proceeds of from the sale of Shares shares of Common Stock if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. View More Arrow