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 5 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 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 calculated) equal to the amount of such Tax-Related Items. 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 Option; provided, however, that if the Participant is a Section 16 officer methods described in clauses (iii) and (iv) of the Company under preceding sentence or by permitting you to sell shares of Common Stock in any initial public offering by the Exchange Act, then 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 statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Common Stock subject to the vested portion of the Option that is exercised, Award, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items (d) Items. (c) Finally, the Participant agrees 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 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 I acknowledge that, regardless of any action taken by the Company or, if different,
the Employer my 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 my participation in the
Plan ESPP and legally applicable
or deemed legally applicable to
...the Participant me ("Tax-Related Items") is and remains the Participant's my responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant I further acknowledges acknowledge 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, ESPP, including, but not limited to, the grant, vesting or exercise grant of the Option, option to purchase shares of Common Stock, the subsequent purchase of shares of Common Stock, the issuance of shares of Common Stock purchased under the ESPP, the sale of Shares acquired pursuant to such exercise and shares of Common Stock purchased under the ESPP or 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 option to purchase shares of Common Stock or any aspect of the Option ESPP to reduce or eliminate the Participant's my liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is I am 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, I 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 In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees I agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Tax- Related Items. In this regard, the Participant authorizes I authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding any obligations with regard to all Tax-Related Items by: (i) by one or a combination of the following: (1) withholding from the Participant's my wages or other cash compensation paid payable to the Participant me by the Company and/or Company, the Employer; Employer, or (ii) any other Subsidiary or Affiliate; (2) withholding from proceeds of the sale of Shares acquired at exercise shares of Common Stock under the Option ESPP, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's my behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); (3) withholding in Shares shares of Common Stock to be issued upon exercise of at purchase under the Option; provided, however, that if the Participant is a Section 16 officer of ESPP; or (4) any other method deemed by the Company under to comply with Applicable Laws and the Exchange Act, then ESPP. The Company and/or 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 Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable rates, in which case my jurisdiction(s). In the Participant will event of over-withholding, I may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the equivalent in 22 shares of Common Stock equivalent. Stock) or, if not refunded, I may be able to seek a refund from the applicable tax authorities. In the event of under-withholding, I may be required to pay additional Tax-Related Items directly to the applicable 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 I am deemed to have been issued the full number of Shares subject to shares of Common Stock purchased under the portion of the Option that is exercised, ESPP, 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) Items. Finally, the Participant agrees I 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 my participation in the Plan ESPP that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares or the proceeds of the sale of Shares shares of Common Stock, if the Participant fails I fail to comply with the Participant's my 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 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. 2 (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 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 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 or the vesting and settlement of the Restricted Share Units 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.
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Responsibility for Taxes.
This provision supplements Section 6 (a)For purposes of
the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of this Agreement, "Tax-Related Items" means any
action taken by the Company or, if different, the Employer the ultimate liability for or all income tax, social
insurance, insurance tax, payroll
tax, fringe benefits tax, payment on account or other tax-related items
related to the Participant's participation in the Plan and legally that may be applica
...ble to the Participant ("Tax-Related Items") is Performance Shares by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign. Regardless of any action the Company takes with respect to withholding Tax-Related Items, you acknowledge that you are ultimately responsible for all Tax-Related Items and remains the Participant's responsibility and that such Tax-Related Items may exceed the amount 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, Performance Shares, including, but not limited to, without limitation, the grant, vesting or exercise of payment with respect to the Option, Performance Shares, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; or dividend equivalents; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Shares to reduce or eliminate the Participant's your liability for Tax-Related Items or to achieve any particular tax result. Further, Furthermore, if the Participant is you have become subject to Tax-Related Items tax in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes If permissible under local law and at your election, the Company and/or will satisfy this condition pursuant to the Employer, withholding of Shares consistent with the "Share Withholding" provisions under section 14.2 of the 2013 Plan. The Company, in its discretion, may authorize alternative arrangements, including, if permissible under local law, the Company's selling or their respective agents, at their discretion, arranging to satisfy their withholding obligations with regard sell Shares that you acquire under the 2013 Plan. In any event, to the extent this condition is not otherwise satisfied, you authorize the Employer to withhold all applicable Tax-Related Items by: (i) withholding legally payable by you from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; 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 Employer. (c)Depending 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 or the Employer may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case rates. In the Participant event Tax-Related Items are over-withheld, you will receive a refund of in cash for any over-withheld amount in cash amounts and will have no entitlement to the Common Stock Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in of Shares, you shall be deemed, 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, Shares, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related Items (d) Finally, due as a result of any aspect of your participation in the Participant agrees to 2013 Plan. (d)You shall pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's your participation in the 2013 Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver make payment with respect to the Shares or the proceeds of the sale of Performance Shares 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, 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 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 3 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 of calculated) equal to 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, 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 (d) Items. (c) Finally, the Participant agrees 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 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 or a cash equivalent payment 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 shares to be delivered under the Award to satisfy the Tax-Related Items and whereby the FINRA Dealer 4 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 of calculated) equal to 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, 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 (d) Items. (c) Finally, the Participant agrees 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 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 (a) By accepting the
Nonqualified Stock Option Agreement: (a) The Award, 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 responsibility and may exceed the amount actually withheld by agrees that the Company or an Affiliate may satisfy any applicable tax withholding obligations for Tax-Related Items at its sole election as provided in Section 8 of the Employer. The Plan. Further, if Participant further is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Neither the Employer (1) Company nor any Affiliates make no any 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 Award, and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if Participant acknowledges that, regardless of any action the Participant is subject Company or any Affiliate takes with respect to any or all Tax-Related Items, the ultimate liability for all Tax-Related Items in more than one jurisdiction between is and remains Participant's responsibility and may exceed the Date of Grant and amount actually withheld by the date of any relevant taxable Company or tax withholding event, as applicable, an Affiliate. In the Participant acknowledges event that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, Participant agrees to indemnify and hold the Company and/or harmless from any failure by the Employer (or former employer, as applicable) may be required Company to withhold the proper amount. Participant further acknowledges and agrees not to make any claim against the Company, or account any of its Officers, Directors, Employees or Affiliates 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 arising 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. Award.
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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 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, 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, 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.
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Responsibility for Taxes.
This provision supplements Section 6 (a) Participant may not exercise the Option unless the Tax-Related Items of the
Nonqualified Stock Option Agreement: (a) The Company and/or any Affiliate, including Participant's employer are satisfied. By accepting the Option, 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 responsibility and may exceed the amount actually withheld by agrees that 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 an Affiliate may satisfy 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 applicable tax withholding obligations for Tax-Related Items or achieve any particular tax result. at its sole election as provided in Section 8 of the Plan. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior Participant acknowledges that, regardless of any action the Company or any Affiliate takes with respect to any relevant taxable or tax all Tax-Related Items, the ultimate liability for all Tax-Related Items is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or an Affiliate. In the event that the amount of the Company's withholding event, as applicable, obligation was greater than the amount withheld by the Company, Participant agrees to make adequate arrangements satisfactory to indemnify and hold 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 harmless from the Participant's wages or other cash compensation paid to the Participant any failure by the Company and/or to withhold the Employer; proper amount. Participant further acknowledges and agrees not to make any claim against the Company, or (ii) withholding from proceeds any of the sale of Shares acquired at exercise of the Option either through a voluntary sale its Officers, Directors, Employees 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 Affiliates for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on arising from 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. Option.
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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 Affiliate employing you (the "Employer"), the ultimate liability for all income
tax, tax (including U.S. federal, state, and local taxes and/or foreign 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 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 your Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, RSU Award, including, but not limited to, the grant, vesting or exercise grant of the Option, RSU Award, the vesting of the RSU Award, the issuance of shares in settlement of vesting of the RSU Award, the subsequent sale of Shares any shares of Class A Common Stock acquired pursuant to such exercise the RSU Award and the receipt of any dividends and/or any other distributions; or dividend equivalents; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Items. Further, if the Participant is you become 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 acknowledges country, you acknowledge that the Company and/or the your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. country. (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, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Class A Common Stock acquired at exercise upon settlement of the Option Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 consent); (iii) withholding in Shares from shares of Class A Common Stock to be issued to you upon exercise settlement of the Option; Restricted Stock Units; or (iv) any other method of withholding determined by the Company and permitted by Applicable Law; provided, however, that that if the Participant is you are a Section 16 officer Officer of the Company under the Exchange Act, then the Company will withhold in Shares upon Plan Administrator shall establish the relevant taxable or tax method of withholding from alternatives (i)-(iv) herein and, if the Plan Administrator does not exercise its discretion prior to the applicable withholding event, as applicable, unless then you 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 Company and/or the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including minimum and maximum applicable rates, in which case rates. In the Participant will event of over-withholding you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the equivalent amount in shares of Class A Common Stock equivalent. Stock) from the Company or the Employer; otherwise, 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 additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Class A Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Class A Common Stock subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares are shares of Class A Common Stock is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant agrees 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 Company may refuse to issue or deliver the Shares shares of Class A Common Stock, or the proceeds of the sale of Shares shares of Class A 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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