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 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 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 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 your employer; (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 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 shares of Common Stock issued or otherwise issuable to you in connection with the Award with a voluntary sale or through a mandatory sale arranged Fair Market Value (measured as of the date shares of Common Stock are issued to you or, if and as determined by the Company (on Company, the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares date on which the Tax-Related Items are required to be issued upon exercise 3 calculated) equal to the amount of such Tax-Related Items. The Company does not guarantee that you will be able to satisfy any Tax-Related Items through any of the Option; provided, however, that if methods described above and in all circumstances you remain responsible for timely and fully satisfying 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) 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 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. Unless other arrangements satisfactory to the Company and/or your employer (if not the Company) are made to satisfy all Tax-Related Items, the Company and/or its agent shall satisfy their withholding obligations with regard to all Tax-Related Items (d) by way withholding shares as reflected in Section 13(b)(iv) above. (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 Notice of Shares Grant or of this Agreement, if you fail to make satisfactory arrangements for the Participant fails to comply with payment of any Tax-Related Items when due, you permanently will forfeit the Participant's obligations in connection with Restricted Stock Units on which the Tax-Related Items. Items were not satisfied and will also permanently forfeit any right to receive shares of Common Stock thereunder. In that case, the Restricted Stock Units will be returned to the Company at no cost to the Company.
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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 the Participant's wages or other cash any compensation paid otherwise payable to the Participant you by the Company and/or or the Employer; or (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 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 (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 Award 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 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 your obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 (a) Optionee authorizes the Company and/or the Optionee's employer (the "Employer") or their respective agents, at their discretion, to satisfy any obligations related to Tax-Related Items by one or a combination of the
Nonqualified Stock following: (1) withholding all applicable Tax-Related Items from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer; (2) withholding from proceeds of the sale of Shares acquired u...pon exercise of the Option Agreement: (a) either through a voluntary sale (specifically including where this Option is exercised in accordance with subparagraph 9(a)(i)(B) above) or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this authorization); or (3) withholding of Shares that would otherwise be issued upon exercise of the Option. To avoid financial accounting charges under applicable accounting guidance, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or may take any other action required to avoid financial accounting charges under applicable accounting guidance. Finally, Optionee must 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 Optionee's participation in the Plan or Optionee's purchase of Shares that cannot be satisfied by the means previously described. The Participant acknowledges that, regardless Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of the Shares if Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items as described in this Paragraph. (b) Regardless of any action taken by the Company or, if different, or the Employer takes with respect to any or all Tax-Related Items, Optionee acknowledges that the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant ("Tax-Related Items") Tax-Related Items is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (1) 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, including 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; dividends; 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 Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Optionee becomes subject to Tax-Related Items taxation in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items 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 Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for your employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account
or and other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
y...ou ("Tax-Related Items"), you acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Restricted Shares purchased under this award, including the grant, vesting or exercise issuance of the Option, Restricted Shares or vesting of such Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant award or any aspect of the Option Restricted Shares to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, You acknowledge that if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior The Company will only recognize you as a record holder of Restricted Shares if you have paid or made, prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all any withholding obligation the Company and/or the Employer may have for Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) by one or a combination of the following methods: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold otherwise deliverable Restricted Shares that would otherwise be released from the Repurchase Right when they vest having a value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned Shares having a value equal to the Tax-Related Items to be withheld, (d) withholding from proceeds of the sale of the Restricted 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), or Appendix B - 2 (iii) withholding (e) any other arrangement approved by the Company and permissible under applicable law; in Shares to all cases, under such rules as may be issued upon exercise of established by the Option; Committee and in compliance with the Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon method of withholding shall be a mandatory sale under (d) above (unless the relevant Committee shall establish an alternate method prior to the taxable or tax withholding event, as applicable, unless event). You shall pay to the use Company or the Employer any amount of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items that the Company or the Employer may be required to withhold as a result of your Participation in the Plan or your purchase of Restricted Shares that cannot be satisfied by one or a combination of methods (i) and (ii) above. (c) the means previously described. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rates, rate in which case the Participant will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Restricted Shares that would otherwise be released from the Repurchase Right when they vest. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Restricted Shares that would otherwise be released from the Repurchase Right when they vest, 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, Restricted Shares, notwithstanding that a number of the Restricted Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items you acknowledge that the Company or 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 Restricted Shares or the proceeds of from the sale of Restricted Shares if to you or to release Restricted Shares from the Participant fails to comply with Repurchase Right when they vest until you have satisfied the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges You acknowledge that, regardless of any action taken by the
Company or, if different, the Employer Company, the ultimate liability for all income
tax, and other 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 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 your employer (if not the Employer Company or your former 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 such amounts 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 your employer; (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 shares to be issued 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 Subsidiaries; (iv) withholding Shares from the Shares issued or otherwise issuable to you in connection with the Award with a voluntary sale Fair Market Value (measured as of the date Shares 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 amount of such Tax-Related Items; or through a mandatory sale arranged (v) any other method of withholding determined by the Company (on and permitted by applicable law. However, the Participant's behalf pursuant Company does not guarantee that you will be able to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise satisfy any Tax-Related Items through any of the Option; provided, however, that if methods described in the Participant is a Section 16 officer of preceding sentence, and in all circumstances you remain responsible for timely and fully satisfying 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) 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 amounts in cash and will have no entitlement to the Common Stock equivalent. equivalent in Shares. 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, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) 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, unless otherwise determined by the Participant's obligations in connection with Administrator, you permanently will forfeit the RSUs on which the Tax-Related Items. Items were not satisfied and will also permanently forfeit any right to receive Shares thereunder. In that case, the RSUs will be returned to the Company at no cost to the Company.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the
Company or, Corporation or your employer, if different,
the Employer the ultimate liability for (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax,
fringe benefits tax, payment on account or other tax-related
withholding items related to
the Participant's your participation in the Plan and
... legally applicable to you ("Tax-Related Items"), you hereby acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company Corporation or the Employer. The Participant You further acknowledges acknowledge that the Company and/or Corporation and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Award, including, but not limited to, the grant, grant or vesting or exercise of the Option, Award, the issuance of shares of Common Stock pursuant to such Award, the subsequent sale of Shares acquired pursuant to such exercise shares of Common Stock 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 Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any a 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 Corporation and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) 5 Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you shall pay or make adequate arrangements satisfactory to the Company Corporation and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company Corporation and/or the Employer, Employer or their respective agents, at in their discretion, sole discretion and without any notice or authorization by you, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: (i) by one or a combination of the following methods: (a) withholding from the Participant's your wages or other cash compensation paid to the Participant payable by the Company and/or Corporation or the Employer; Employer to you through payroll or (ii) otherwise; (b) withholding from proceeds of the sale of Shares acquired at exercise settlement of the Option either through a voluntary sale or Award through a mandatory sale arranged by the Company Corporation (on the Participant's your behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); (c) upon your request and subject to approval by the Corporation, in its sole discretion, and compliance with applicable laws, withholding in from fully vested Shares otherwise issuable to be issued you upon exercise the settlement of the Option; provided, however, that Award a number of whole Shares having a Fair Market Value, determined by the Corporation, not in excess of the maximum applicable rate of Tax-Related Items withholding. Notwithstanding the above, if the Participant is you are classified as a Section 16 officer of the Company Corporation under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, you shall be restricted to alternative (c) above for purposes of satisfying all Tax-Related Items, unless the use of such this withholding method is problematic not permissible under applicable tax laws, or securities law or the Corporation has materially adverse accounting consequences, in which case, authorized an alternative method for 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 relative taxable event. The Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other withholding rates applicable withholding rates, in your jurisdiction(s), including maximum applicable rates, 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. If the obligation for Tax-Related Items 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 RSU, 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 you agree to pay to the Company Corporation or the Employer, including through withholding from your wages or other cash compensation payable to you by the Corporation and/or the Employer, any amount of Tax-Related Items that the Company Corporation 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 Corporation 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.
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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, 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 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 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 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 your employer; (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 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 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; (iv) withholding Shares from the Shares issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the Option; provided, however, that date Shares are issued to you or, if and as determined by the Participant is a Section 16 officer Company, the date on which the Tax-Related Items are required to be calculated) equal to the amount of such Tax-Related Items; or (v) any other method of withholding determined by the Company and permitted by applicable law. The Company will use commercially reasonable efforts (as determined by the Company) to facilitate the satisfaction of Tax-Related Items by you using one of the Company under methods described in clauses (iii) and (iv) of the Exchange Act, then preceding sentence or by permitting you to sell Shares in any initial public offering by the Company. However, the Company does not guarantee that you will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for be able to satisfy any Tax-Related Items may be satisfied by one or a combination through any of the methods (i) described in the preceding sentence and (ii) above. (c) in all circumstances you remain responsible for timely and fully satisfying the Tax-Related Items. Depending on the withholding method, method employed, the Company may withhold or account for Tax-Related Items by considering applicable minimum 6 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 Common Stock equivalent. equivalent in Shares. 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, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) 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 thereunder. In that case, the RSUs will be returned to the Company at no cost to the Company.
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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, the Employer or Optionee's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's Optionee's participation in the Plan and legally applicable to
the Participant...the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee's responsibility. Optionee 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, including 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; dividends; 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 Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is Optionee becomes subject to Tax-Related Items taxation 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, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable tax, withholding or tax withholding required deduction event, as applicable, and in order to receive any Shares or other benefit in relation to the Participant Option, Optionee agrees to make adequate arrangements satisfactory to the Company for the satisfaction of any applicable Tax-Related Items of the Company and/or the Employer to satisfy all Tax-Related Items. that arise in connection with the Option. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding any obligations with regard related to all Tax-Related Items by: (i) by one or a combination of the following: (1) withholding all applicable Tax-Related Items from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or (ii) (2) withholding from proceeds of the sale of Shares acquired at upon exercise of the Option either through a voluntary sale (specifically including where this Option is exercised in accordance with subparagraph 9(a)(i)(B) above) or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) without further consent; authorization); or Appendix B - 2 (iii) (3) withholding in of Shares to that would otherwise 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 Option. (c)Depending on the withholding method, the Company or Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant Items. Optionee agrees to provide the Company and/or its stock plan broker/administrator with the information necessary to manage Optionee's Tax-Related Items withholding and acknowledges that should Optionee fail to provide such information on a timely basis, the Company and/or its stock plan broker/administrator may be obligated to withhold amounts from Optionee and it may be necessary for Optionee to seek a refund directly from the tax authorities. (d)Finally, Optionee must 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 Optionee's participation in the Plan or Optionee's purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of the Shares if the Participant Optionee fails to comply with the Participant's Optionee's obligations in connection with the Tax-Related Items. Items as described in this Paragraph.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges (a)You acknowledge that, 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 benefit tax, payment on account or other
tax-related tax related items related to
the Participant's your participation in the Plan and
... legally applicable to you ("Tax-Related Items"), the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Employer, if any. You further acknowledges acknowledge that the Company and/or and the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, your option, including, but not limited to, the grant, vesting or exercise of the Option, your option, the subsequent sale of Shares shares of Common Stock acquired pursuant to such exercise and the receipt issuance 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 your option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your option. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the "fair market value" per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. 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 (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 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, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or Employer, (ii) withholding from the proceeds of the sale of Shares shares of Common Stock acquired at exercise of the Option your option and sold 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; or Appendix B - 2 consent); and/or (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant this option is a Section 16 officer Nonstatutory Stock Option, withholding a number 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 shares 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. that are otherwise deliverable to you upon exercise. If the obligation for Tax-Related Items is satisfied by withholding in Shares, a number of shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion shares of the Option that is exercised, Common Stock, notwithstanding that a number of the Shares are shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees Items. (d)You agree to pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's your participation in the Plan that cannot be satisfied by the means previously described. The You acknowledge and agree that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares shares of Common Stock, or the proceeds of the sale of Shares the 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.
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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, and other 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 and legally applicable to you or deemed by the Participant Company in its sole 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. 3 (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 by: Items, if any, by any of the following methods or by a combination of such methods selected by the Administrator in its sole discretion, it being understood that the Administrator is not required to choose any particular method: (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 your employer; (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 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 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 Subsidiaries; (iv) withholding Shares from the Shares issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the Option; provided, however, date the applicable Shares 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 amount of such Tax-Related Items; or (v) any other method of withholding determined by the Company and permitted by Applicable Laws. However, the Company does not guarantee that if the Participant is a Section 16 officer you will be able to satisfy any Tax-Related Items through any of the Company under methods described in the Exchange Act, then preceding sentence and in all circumstances you remain responsible for timely and fully satisfying 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) Items. Depending on the withholding method, method used, 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 Common Stock equivalent. equivalent in Shares. 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, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) 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 withholding methods 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 this Agreement, if you fail to make satisfactory arrangements for the payment of Shares if any Tax-Related Items when due, unless otherwise determined by the Participant fails to comply with Administrator, 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 thereunder. In that case, the RSUs will be returned to the Plan at no cost to the Company.
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