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 Employee acknowledges that, regardless of any action taken by the Company or, if different,
the Employer Employee's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's Employee's participation in the Plan and legally applicable to
the Participant Employe...e ("Tax-Related Items") is and remains the Participant's Employee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Plan, including, but not limited to, the grant, vesting or exercise grant of the Option, option to purchase shares of Common Stock, the subsequent sale purchase of Shares acquired pursuant to such exercise and shares of Common Stock, the issuance or disposition of shares of Common Stock purchased under the Plan or the receipt of any dividends and/or any other distributions; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant option or any aspect of the Option Plan to reduce or eliminate the Participant's Employee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Employee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant jurisdiction, Employee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their any applicable withholding obligations with regard to all any Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's Employee's wages or other cash compensation paid payable to the Participant Employee by the Company and/or the Employer; or Employer, (ii) withholding from proceeds of the sale of Shares acquired at exercise shares of Common Stock under the Option Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Employee's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 consent), (iii) withholding in Shares to be issued from shares of Common Stock otherwise issuable upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of purchase, or (iv) any other method determined by 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 and compliant with 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. law. (c) Depending on the withholding method, the 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, rates in Employee's jurisdiction(s), in which case the Participant will Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock equivalent. Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is Employee 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, purchase, notwithstanding that a number of the Shares shares of Common Stock are held back solely for the purpose of paying satisfying the Tax-Related Items Items. A-3 (d) Finally, the Participant Employee agrees 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 Employee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares of Common Stock or the proceeds of the sale of Shares shares of Common Stock if the Participant Employee fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for your employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account
or and other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
y...ou ("Tax-Related Items"), you acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or and the Employer (1) (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Performance Shares Award, including the grant, vesting or exercise grant of the Option, Performance Shares Award, the issuance of the Shares subject to the Performance Shares Award, the vesting of such Shares, the subsequent sale of such Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; dividends; and (2) (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Shares Award to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, You acknowledge that if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior The Company will only recognize you as a record holder of Shares subject to the Performance Shares Award if you have paid or made, prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all any withholding obligation the Company and/or the Employer may have for Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; Employer or (ii) by withholding from proceeds of the sale of the Shares acquired at exercise of subject to the Option Performance Shares Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf and you hereby authorize such sale pursuant to this authorization) without further consent; authorization). The Committee may also authorize one or Appendix B - 2 (iii) withholding a combination of the following methods to satisfy Tax-Related Items: (a) payment by you to the Company or the Employer of an amount equal to the Tax-Related Items in cash, (b) having the Company withhold Shares subject to the Performance Shares Award that would otherwise be issued to you when they vest having a value equal to the Tax-Related Items to be issued upon exercise of withheld, (c) delivering to the Option; Company already-owned Shares having a value equal to the Tax-Related Items to be withheld, or (d) any other arrangement approved by the Company and permissible under applicable law; in all cases, under such rules as may be established by the Committee and in compliance with the Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon method of withholding shall be a mandatory sale (unless the relevant Committee shall establish an alternate method prior to the taxable or tax withholding event, as applicable, unless event). You shall pay to the use Company or the Employer any amount of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan or the issuance of Shares subject to this Performance Shares Award or vesting thereof that cannot be satisfied by one or a combination of methods (i) and (ii) above. (c) the means previously described. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rates, rate in which case the Participant will you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Shares subject to the Performance Shares Award that would otherwise be released when they vest. If the obligation for Tax-Related Items is satisfied by withholding in Shares, Shares that would otherwise be subject to release when they vest, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, such Shares, notwithstanding that a number of the such Shares are held back solely for the purpose of paying the Tax-Related Items (d) Items. Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items you acknowledge that the Company or has no obligation to deliver Shares subject to the Employer may be required Performance Shares Award to withhold or account for as a result of you until you have satisfied 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. Items as described in this Section.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant Employee acknowledges that, regardless of any action taken by the Company or, if different,
the Employer Employee's employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's Employee's participation in the Plan and legally applicable to
the Participant Employe...e ("Tax-Related Items") is and remains the Participant's Employee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant Employee further acknowledges that the Company and/or the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Plan, including, but not limited to, the grant, vesting or exercise grant of the Option, option to purchase shares of Common Stock, the subsequent sale purchase of Shares acquired pursuant to such exercise and shares of Common Stock, the issuance or disposition of shares of Common Stock purchased under the Plan or the receipt of any dividends and/or any other distributions; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant option or any aspect of the Option Plan to reduce or eliminate the Participant's Employee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant Employee is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant jurisdiction, Employee 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 Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, Employer to satisfy their any applicable withholding obligations with regard to all any Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's Employee's wages or other cash compensation paid payable to the Participant Employee by the Company and/or the Employer; or Employer, (ii) requiring Employee to make a cash payment; (iii) withholding from proceeds of the sale of Shares acquired at exercise shares of Common Stock under the Option Plan, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Employee's behalf pursuant to this authorization) authorization without further consent; consent), (iv) withholding from shares of Common Stock otherwise issuable upon purchase, or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of (v) any other method determined by the Option; Company and compliant with applicable law, provided, however, that if the Participant Employee is a Section 16 an officer of the Company under within the meaning of Section 16 of 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 will be satisfied only by one or a combination of methods (i) (i), (ii), (iii) and (ii) above. (v) above.. 4 (c) Depending on the withholding method, the 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 rates applicable rates, in Employee's jurisdiction(s), in which case the Participant will Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock equivalent. Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Common Stock, for tax purposes, the Participant is Employee 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, option, notwithstanding that a number of the Shares are shares of Common Stock is held back solely for the purpose of paying satisfying the Tax-Related Items Items. (d) Finally, the Participant Employee agrees 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 Employee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue purchase or deliver the Shares shares of Common Stock or the proceeds of the sale of Shares shares of Common Stock if the Participant Employee fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6
of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges You acknowledge that, regardless of any action
taken by the Company or, if different,
the Employer 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
items related to withholding ("Tax-Related Items"), the
Participant's participation ...in the Plan and legally applicable to 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 your Restricted Stock Units, including the Option, 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 or your other compensation. 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 the 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 or the Employer; or (ii) withholding from proceeds of the sale of Shares shares of Common Stock acquired at exercise upon settlement of the Option Restricted Stock Units 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); (iii) withholding in Shares to be issued upon exercise a number of shares of Common Stock 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 that are otherwise deliverable to you upon settlement; provided, however, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, unless such share withholding procedure be subject to the use express prior approval of such withholding method is problematic under applicable tax the Compensation Committee; or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or (iv) causing you to tender a combination of methods (i) and (ii) above. cash payment. (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 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 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 7 You acknowledge and agree that the Company may refuse to issue or deliver the Shares shares of Common Stock, 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 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company or, if different,
the Employer the ultimate liability for your employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's your participation in the Plan and legally applicable to
you (..."Tax-Related Items"), you acknowledge that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's your responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, RSUs, including, but not limited to, the grant, vesting or exercise settlement of the Option, RSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such exercise issuance and the receipt of any dividends and/or any other distributions; dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the Option RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are 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 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. Items (including hypothetical withholding tax amounts if you are covered under a Company or Employer Tax equalization policy). 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 by one or a combination of the following: 22018 Global RSU Agreement (SVP and Above) – Approved February 2018 (a)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 (b)withholding from proceeds of the sale of Shares acquired at exercise issuable or issued to you upon vesting and/or settlement of the Option RSUs 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 your further consent; consent or Appendix B - 2 (iii) withholding direction); or (c)withholding in Shares to be issued upon exercise vesting and/or settlement of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) RSUs. 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 you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, you are deemed for tax purposes, the Participant is deemed purposes to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, due as a result of any aspect of your participation in the Participant agrees Plan. If you are covered by a Company or Employer tax equalization policy, you agree to pay to the Company or Employer any additional hypothetical tax obligation calculated and paid under the Employer, terms and conditions of such tax equalization policy. Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of 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 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.
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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 your 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 your participation in the Plan and legally applicable to
the Participant you ("Tax-Rel
...ated Items") 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 your Option, including, but not limited to, the grant, vesting or exercise of the your Option, the subsequent sale of Ordinary 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 your Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges 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 (ii) causing you to tender a cash payment; (iii) withholding from the proceeds of the sale of Ordinary Shares 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 (iii) consent); and/or (iv) withholding in a number of Ordinary Shares that are otherwise deliverable to be issued you 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. 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 Ordinary Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in a number of Ordinary Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Ordinary Shares, notwithstanding that a number of the Ordinary Shares are 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 4. and agree that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares Ordinary Shares, or the proceeds of the sale of Shares the Ordinary 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 Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's Optionee's participation in the Plan and legally applicable to
the Participant Optionee ("Tax-Related Items") is a
...nd remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the this Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such the exercise of this Option and the receipt of any dividends and/or any other distributions; dividends; and (2) (ii) do not commit to and are under no obligation to structure 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 the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any 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 to satisfy all Tax-Related Items. In this regard, the Participant Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding the obligations with regard to all Tax-Related Items by: by (i) withholding from the Participant's 3 Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or Employer, and/or (ii) withholding from proceeds of the sale of Shares acquired at upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Optionee's behalf pursuant to this authorization) 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) consent). Finally, the Participant Optionee agrees to pay to the Company or and/or the Employer, Employer any amount of Tax-Related Items that the Company or and/or the Employer may be required to withhold or account for as a result of the Participant's Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise of the Option, or may refuse to issue or deliver the Shares or the proceeds of the sale of Shares acquired upon exercise, if the Participant Optionee fails to comply with the Participant's his or her obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a)
The Participant acknowledges You acknowledge that, regardless of any action taken by the Company or, if different,
the Employer your 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 your participation in the Plan and legally applicable to
the Participant you ("Tax-Rel
...ated Items") 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 your Option, including, but not limited to, the grant, vesting or exercise of the your Option, the subsequent sale of Ordinary 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 your Option to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges 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 (ii) causing you to tender a cash payment; (iii) withholding from the proceeds of the sale of Ordinary Shares 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 (iii) consent); and/or (iv) withholding in a number of Ordinary Shares that are otherwise deliverable to be issued you 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. 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 Ordinary Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in a number of Ordinary Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Ordinary Shares, notwithstanding that a number of the Ordinary Shares are 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 Ordinary Shares, or the proceeds of the sale of Shares the Ordinary 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 Notwithstanding any contrary provision
supplements Section 6 of
this Award Agreement, no certificate representing the
Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of any action taken Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the
Company or, if different, Administrator) will have been made by Participant with respect to the
Employer the ultimate liability for all income tax, payment of income, ...employment, social insurance, National Insurance Contributions, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to Participant, including, but not limited to, the Participant grant, vesting or settlement of the Performance-Based Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends ("Tax-Related Items") which the Company determines must be withheld with respect to such Shares. Prior to vesting and/or settlement of the Performance- -5- Based Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or Participant's employer (the "Employer") to satisfy all withholding and payment obligations of Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold any Tax-Related Items legally payable by Participant from his or her wages or other cash compensation paid to Participant by the Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld, or (d) if Participant is a U.S. employee, delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any obligations for Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant [and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied]. Further, if Participant is subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for tax in more than one jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder at the time any applicable Performance-Based Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Tax-Related Items related to Performance-Based Restricted Stock Units otherwise are due, Participant will permanently forfeit such Performance-Based Restricted Stock Units and any right to receive Shares thereunder and the Performance-Based Restricted Stock Units will be returned to the Company at no cost to the Company. Regardless of any action of the Company or the Employer, Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or and the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, 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; Performance-Based Restricted Stock Units; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance-Based Restricted Stock Units to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company or, if different,
the Employer your actual employer (the "Employer") takes with respect to any or all Tax-Related Items withholding or required deductions, you acknowledge that the ultimate liability for all
income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items relat...ed to the Participant's participation in the Plan and Tax-Related Items legally applicable to the Participant ("Tax-Related Items") due by you 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, award, including the grant, vesting or exercise settlement of the Option, RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends and/or any other distributions; dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant award or any aspect of the Option RSUs to reduce or eliminate the Participant's your liability for Tax-Related Items or achieve any particular tax result. Further, You acknowledge that if the Participant is you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that jurisdiction, the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) 2 Prior to any relevant taxable the settlement of your RSUs, 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. Items withholding and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or and their respective agents, at their discretion, to satisfy their withholding obligations with regard to withhold all applicable Tax-Related Items by: (i) withholding 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) Employer. With the Company's consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to you when your RSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of Shares acquired at exercise of the Option Shares, 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; authorization), (c) payment by you of an amount equal to the Tax-Related Items directly by cash, cheque, wire transfer, bank draft or Appendix B - 2 (iii) withholding money order payable to the Company, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in Shares to be issued upon exercise of compliance with the Option; Company's Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided, however, that if the Participant is you are a Section 16 officer of the Company under the Exchange Act, then the Company will withhold Committee (as constituted in Shares upon accordance with Rule 16b-3 under the relevant Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the taxable or tax withholding event, event. The Fair Market Value of these Shares, determined as applicable, unless of the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, effective date when taxes otherwise would have been withheld in which case, cash, will be applied as a credit against the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, vested RSUs, 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 Items. 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 Plan or the vesting and settlement of the RSUs that cannot be satisfied by the means previously described. The Finally, you acknowledge that the Company may refuse has no obligation to issue or deliver Shares to you until you have satisfied 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. Items as described in this Section.
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