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 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 le
...gally 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 Restricted Stock Units, including, but not limited to, the grant, vesting or exercise grant of the Option, Restricted Stock Units, the subsequent vesting and settlement of the Restricted Stock Units, the delivery or sale of Shares acquired pursuant to such exercise any shares of Common Stock 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 Award 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 Award. 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 to any the relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory satisfactorily 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 any other cash compensation paid otherwise payable to the Participant you by the Company and/or the Employer; (ii) causing you to tender a cash payment; (iii) permitting or (ii) withholding from proceeds requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of the sale of Shares acquired at exercise Financial Industry Regulatory Authority (a "FINRA Dealer") (pursuant to this authorization and without further consent) 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 in connection with your Restricted Stock Units to satisfy the Tax-Related Items and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax-Related Items directly to the Company (on and 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 to you pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares Section 6) equal to be issued upon exercise the amount of the Option; such Tax-Related Items; provided, however, however that if the Participant is a Section 16 officer of the Company under the Exchange Act, you are an Officer, then the Company will withhold in Shares a number of shares of Common Stock upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic not feasible 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) (i)-(iii) above. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, 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, s number of shares of Common Stock, for tax purposes, the Participant is you will be deemed to have been issued the full number of Shares shares of Common Stock subject to the portion of the Option that is exercised, vested Restricted Stock Units, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to Items. However, the Company or does not guarantee that you will be able to satisfy 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 through any of the Participant's participation methods described 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 preceding provisions and in connection with all circumstances you remain responsible for timely and fully satisfying the Tax-Related Items. (c) Unless the Tax-Related Items of the Company and any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock or other consideration pursuant to this Award.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, or the Employer
the ultimate liability for takes with respect to any and all income tax, social
insurance, insurance (including Primary or Secondary Class 1 National Insurance Contributions), payroll
tax, fringe benefits tax, payment on account or other tax-related
items related to withholding ("Tax-Rela...ted Items"), you hereby acknowledge and agree that the Participant's participation in the Plan ultimate liability for any and legally applicable to the Participant ("Tax-Related Items") 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 further acknowledges liability and that the Company and/or the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, this Option grant, including the grant, vesting or exercise of the Option, Option and the subsequent sale of Shares acquired pursuant to such exercise the Option Shares; and the receipt of any dividends and/or any other distributions; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the this Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is 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) 4 Prior to any relevant taxable exercise of this Option, you shall pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to satisfy withhold 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 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; Employer or (ii) withholding from proceeds of the sale of Common 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 Option. Alternatively, or in addition, if the Participant is a Section 16 officer of permissible under local law, the Company under may (i) sell or arrange for the Exchange Act, then sale of Common Shares that you acquire to meet the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, withhold in Common Shares, provided that the Company may withhold or account for only withholds the amount of Common Shares necessary to satisfy the minimum withholding requirement. Any estimated withholding which is not required in satisfaction of any Tax-Related Items will be repaid to you by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive Company and/or Employer within a refund of any over-withheld amount in cash reasonable time 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) without interest. Finally, the Participant agrees to you shall pay to the Company or and/or the Employer, Employer any amount of any 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 your purchase of Option Shares that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver honor the Shares or the proceeds exercise of the sale of Shares Option if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. Items as described in this Section.
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Responsibility for Taxes.
This provision supplements (a) Except as otherwise provided in the Appendix, the provisions of this Section
6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges 2 shall apply. You acknowledge that, regardless of any action
taken by the Company
or, or your employer if
different, different from the
Employer the ultimate liability for Company, whether current or former (the "Employer") takes with respect to any or all income tax, social
insurance, insurance contributions, ...payroll tax, fringe benefits tax, payment on account or other tax-related items withholding related to the Participant's your participation in the Plan and legally applicable or deemed 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 You further acknowledges acknowledge that the Company and/or the Employer (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Option or underlying shares of Common Stock, including the grant, vesting or exercise of the Option, the subsequent sale of Shares shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) do does 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. In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share is at least equal to the "fair market value" per share of the Common Stock on the grant date and there is no other impermissible deferral of compensation associated with the Option. Further, if the Participant is you have become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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 to any relevant taxable exercise of the Option, you shall pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, Employer or their its 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 Employer and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise the shares. Alternatively, or in addition, if permissible under local law, the Employer may, without your further consent, (1) sell or arrange for the sale of shares that you acquire, to meet the Option withholding obligation for Tax-Related Items, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding a voluntary sale (including permitting you to enter into a "same day sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority), and/or (2) withhold in Shares to be issued upon shares of Common Stock issuable at 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 Option. The Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable rates, in your jurisdiction, 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 the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, shares of Common Stock, then you will have no further rights, title or interests in or to the Participant is deemed to have been issued the full number of Shares subject to the portion shares of the Option Common Stock 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, Items, and you are deemed to have been issued the Participant agrees full number of shares of Common Stock subject to the exercised portion of the Option. 2 (c) 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 your receipt or exercise of the Participant's participation in Option and your sale of the Plan shares obtained pursuant to any exercise of the Option that cannot be satisfied by the means previously described. The Company Employer may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. (d) Finally, in the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
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Responsibility for Taxes.
This provision supplements (a) Except as otherwise provided in the Appendix, the provisions of this Section
6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges 2 shall apply. You acknowledge that, regardless of any action
taken by the Company
or, or your employer if
different, different from the
Employer the ultimate liability for Company, whether current or former (the "Employer") takes with respect to any or all income tax, social
insurance, insurance contributions, ...payroll tax, fringe benefits tax, payment on account or other tax-related items withholding 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 You further acknowledges acknowledge that the Company and/or the Employer (1) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, including the grant, vesting or exercise of the Option, the subsequent sale of Shares shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) do does 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. In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share is at least equal to the "fair market value" per share of the Common Stock on the grant date and there is no other impermissible deferral of compensation associated with the Option. Further, if the Participant is you have become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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 to any relevant taxable exercise of the Option, you shall pay or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Participant authorizes the Company and/or the Employer, Employer or their its 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 Employer and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise the shares. Alternatively, or in addition, if permissible under local law, the Employer may, without your further consent, (1) sell or arrange for the sale of shares that you acquire, to meet the Option withholding obligation for Tax-Related Items, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding a voluntary sale (including permitting you to enter into a "same day sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority), and/or (2) withhold in Shares to be issued upon shares of Common Stock issuable at 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 Option. The Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum withholding rates applicable rates, in your jurisdiction, 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 the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, shares of Common Stock, then you will have no further rights, title or interests in or to the Participant is deemed to have been issued the full number of Shares subject to the portion shares of the Option Common Stock 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, Items, and you are deemed to have been issued the Participant agrees full number of shares of Common Stock subject to the exercised portion of the Option. 2 (c) 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 your receipt or exercise of the Participant's participation in Option and your sale of the Plan shares obtained pursuant to any exercise of the Option that cannot be satisfied by the means previously described. The Company Employer may refuse to issue or deliver the Shares shares or the proceeds of the sale of Shares shares if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items. (d) Finally, in the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
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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 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 le
...gally 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 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 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 or your other compensation. 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 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: by withholding from: (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 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 5 further consent; or Appendix B - 2 consent); and/or (iii) withholding in Shares a number of shares of Common Stock that are otherwise deliverable to be issued you upon exercise having a fair market value determined by the Company as of the Option; provided, however, that if the Participant is a Section 16 officer date 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. applicable. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. 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 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 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 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 that, regardless General. Regardless of any action
taken by the Company
or, if different, takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the
Employer Participant acknowledges that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items... related to the Participant's participation in the Plan and legally applicable to Tax-Related Items owed by the Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount actually withheld by that the Company or the Employer. The Participant further acknowledges an Affiliate that the Company and/or the Employer (1) make Participant provides Services to (the "Employer") (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, grant or vesting or exercise of the Option, PSUs and Additional PSUs or the subsequent sale of any Shares acquired pursuant to such exercise upon vesting; and the receipt of any dividends and/or any other distributions; and (2) do (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve Items. (b) Withholding. Prior to vesting of any particular tax result. Further, if PSUs and Additional PSUs, the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable shall pay or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding legally payable by the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding Employer or from proceeds of the sale of Shares acquired at exercise of any Shares. Alternatively, or in addition, to the Option either through a voluntary sale or through a mandatory sale arranged by extent permissible under applicable law, the Company (on or Employer may (i) sell or arrange for the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in sale of any Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of acquires to meet the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and Items, and/or (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that retain a number of the Shares are held back solely for PSUs and Additional PSUs otherwise payable, provided that the purpose Company only retains a number of paying PSUs and Additional 4 PSUs necessary to satisfy no more than the Tax-Related Items (d) required withholding amount (not to exceed maximum statutory rates). Finally, the Participant agrees to shall pay to the Company or the Employer, and/or Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the any Shares or the proceeds of the sale of Shares make any payment with respect to any earned and vested PSUs and Additional PSUs if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 5.
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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 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 le
...gally 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 your Option, including, but not limited to, the grant, vesting or exercise of the 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 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 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 4. 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 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 shares of Common Stock that are otherwise deliverable to you 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. exercise. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, 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, 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 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 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 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 le
...gally 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 4 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 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 shares of Common Stock that are otherwise deliverable to you 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. exercise. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, 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, 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 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 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 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 le
...gally 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 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 shares of Common Stock that are otherwise deliverable to you 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. exercise. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, 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, 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 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 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 Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Affiliate employing or retaining the Participant (the "Service Recipient"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other
tax-related tax related items related to the
Participant's Optionee's participation in the Plan
... and legally applicable to the Participant ("Tax-Related Optionee (the "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. Service Recipient. The Participant Optionee further acknowledges that the Company and/or the Employer (1) Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant's Optionee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Optionee is subject to Tax-Related Items in more than one jurisdiction between jurisdiction, the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee acknowledges that the Company and/or the Employer Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer Service Recipient to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, Service Recipient, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: by (i) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or compensation, (ii) withholding from proceeds of the sale of Option 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 Optionee's behalf pursuant to this authorization) without further consent; or Appendix B - 2 consent, (iii) withholding Shares otherwise issuable to the Optionee upon exercise, and (iv) withholding through any other method deemed acceptable by the Committee in Shares to be issued upon exercise of accordance with 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) Plan. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case the Participant Optionee 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 Optionee is deemed to have been issued the full number of Option Shares subject to the exercised portion of the Option that is exercised, Option, notwithstanding that a number of the Option Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. 5 Finally, the Participant Optionee agrees to pay to the Company or the Employer, Service Recipient any amount of Tax-Related Items that the Company or the Employer Service Recipient may be required to withhold or account for as a result of the Participant's Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Option Shares or the proceeds of the sale of Shares Option Shares, if the Participant Optionee fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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