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 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) 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 2 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) Items. 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 or the vesting and settlement of the RSUs that cannot be satisfied by the means previously described. The 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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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, Company, or if different, the
Employer Affiliate employing you (the "Employer"), the ultimate liability for all income
tax, tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the P...articipant's your participation in the Plan and legally applicable to the Participant you ("Tax-Related Items") is and remains the Participant's your responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, including the grant, grant of the Option, the vesting or of the Option, the exercise of the Option, the subsequent sale of Shares any shares of Class A Common Stock acquired pursuant to such exercise the 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 your liability for Tax-Related Items or achieve any particular tax result. Items. Further, if the Participant is you become subject to Tax-Related Items taxation in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges country, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. country. A-2 (b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; (ii) allowing or (ii) requiring you to make a cash payment to cover the Tax-Related Items; (iii) withholding from proceeds of the sale of Shares shares of Class A Common Stock acquired at upon exercise of the this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's your behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent); (iv) withholding in Shares from the shares of Class A Common Stock to be issued to you upon exercise of this Option; or (v) any other method of withholding determined by the Option; Company and permitted by applicable law; provided, however, that 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 Plan Administrator shall establish the relevant taxable or tax method of withholding from alternatives (i)-(iv) herein and, if the Plan Administrator does not exercise its discretion prior to the applicable withholding event, as applicable, unless then you shall be entitled to elect the use method of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, from the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) alternatives above. (c) Depending on The Company and/or the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including minimum and maximum applicable rates, in which case rates. In the Participant will event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the equivalent amount in shares of Class A Common Stock equivalent. Stock) from the Company or the Employer; otherwise, you may be able to seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Class A Common Stock, for tax purposes, the Participant is you are deemed to have been issued the full number of Shares shares of Class A Common Stock subject to the portion of the Option that is exercised, exercised Option, notwithstanding that a number of the Shares are shares of Class A Common Stock is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant agrees You agree to pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Class A Common Stock, or the proceeds of the sale of Shares shares of Class A Common Stock, if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items.
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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 or all income tax, social insurance, payroll tax, fringe
benefits tax, benefit, payment on account or other tax-related items related to
the Participant's Optionee's participation in the Plan and legally applicable to
Optionee or deemed... by the Participant ("Tax-Related Items") Company or the Employer to be an appropriate charge to Optionee even if technically due by the Company or the Employer (the "Tax-Related Items"), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Employer, if any. Optionee further acknowledges and agrees that the Company and/or the Employer (1) Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Optionee's participation in the Option, Plan, including, but not limited to, the grant, vesting or grant of the Option, the exercise of the Option, the subsequent sale of any Shares acquired pursuant to such exercise the Option and the receipt of any dividends and/or any other distributions; and (2) dividends; (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, result; and (iii) if the Participant is Optionee has become subject to Tax-Related Items tax in more than one jurisdiction between the Date of Grant date the Option is granted 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. Page 2 (b) Prior to any the relevant taxable or tax taxable withholding event, as applicable, the Participant Optionee agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. Items required to be withheld. 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: required to be withheld by one or a combination of the following: (i) requiring payment of any Tax-Related Items required to be withheld with payment of the Aggregate Exercise Price; (ii) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or or the Employer; or (ii) (iii) withholding from the proceeds of from the sale of Shares acquired at exercise of the Option upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company Plan Broker (on the Participant's Optionee's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in authorization); (iv) having the Company withhold a number of whole Shares to be issued that Optionee otherwise would have received upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of or (v) any other arrangement satisfactory to the Company under or the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use Employer regarding payment of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Items. Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) 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) rates. (c) Finally, the Participant Optionee agrees to pay to the Company or the Employer, Employer any amount number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company or the Employer may refuse to issue honor the exercise of the Option, or refuse to deliver the Shares or the proceeds of the sale of Shares Shares, if the Participant Optionee fails to comply with the Participant's Optionee's obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless Regardless of any action
taken by the Company
or, if different, the Employer the ultimate liability for or Optionee's 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 tax related items related to
the Participant's Optionee's participation in the Plan and
...legally applicable to Optionee ("Tax-Related Items"), Optionee acknowledges that the Participant ("Tax-Related Items") ultimate liability for all Tax-Related Items is and remains the Participant's Optionee's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant Optionee further acknowledges that the Company and/or the Employer (1) (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 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 is Optionee has 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 jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any the relevant taxable or tax withholding event, as applicable, the Participant agrees to Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant 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 one or a combination of the following: (i) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; or (ii) 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 Optionee's behalf pursuant to this authorization) without further consent; authorization); or Appendix B - 2 (iii) withholding in Shares to be issued upon at exercise of the Option; provided, Option or (iv) any other arrangement approved by the Company; all 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 Optionee is 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 (i)-(iv) above, and the Committee shall establish the method prior to any 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 event. To avoid any negative 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, treatment, 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 Shares 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 Shares subject to the portion of the Option that is exercised, exercised Options, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items (d) due as a result of any aspect of Optionee's participation in the Plan. 25 Finally, the Participant agrees to Optionee 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 Optionee'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 Shares, if the Participant Optionee fails to comply with the Participant's Optionee'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 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 the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, Award, including the grant, vesting grant or exercise settlement of the Option, DSUs or any Additional DSUs or the subsequent sale of any Shares acquired pursuant to such exercise upon settlement; 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 any particular tax result. Further, if Items. 2 (b) Withholding. The provisions of this paragraph (b) apply only to 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 extent that the Company and/or has any withholding obligations with respect to the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Award. Prior to settlement of any relevant taxable DSUs or tax withholding event, as applicable, Additional DSUs, the Participant agrees to shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. withholding obligations of the Company, if any. 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 withhold all applicable Tax-Related Items by: (i) withholding legally payable by the Participant from the Participant's wages or other any cash compensation paid payable to the Participant by the Company and/or the Employer; or (ii) withholding 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 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 DSUs or Additional DSUs otherwise payable, provided that the purpose Company only retains a number of paying DSUs or Additional DSUs 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, 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 DSUs or Additional DSUs 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 Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Affiliate employing the Optionee (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the
Participant's Optionee's participation in the Plan and legally applicable to the
Partic...ipant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount amount, if any, 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 Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of 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 4 structure the terms of the grant or any aspect of the this Stock 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 (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 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 any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; (ii) allowing or (ii) requiring the Optionee to make a cash payment to cover the Tax-Related Items; (iii) withholding from proceeds of the sale of Shares shares of Stock acquired at upon exercise of the this Stock 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) consent); (iv) withholding in Shares from the shares of Stock to be issued to the Optionee upon exercise of this Stock Option; or (v) any other method of withholding determined by the Option; Company and permitted by applicable law; provided, however, that that if the Participant Optionee is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon Administrator shall establish the relevant taxable or tax method of withholding from alternatives (i)-(iv) herein and, if the Administrator does not exercise its discretion prior to the applicable withholding event, as applicable, unless then the use Optionee shall be entitled to elect the method of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, from the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) alternatives above. (c) Depending on The Company and/or the withholding method, the Company Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates, including maximum rates applicable rates, in the Optionee's jurisdiction, in which case the Participant will Optionee 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 of Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items Items. (d) Finally, the Participant The Optionee 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 Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock, or the proceeds of the sale of Shares shares of Stock, 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 (a)For purposes of
the Nonqualified Stock Option Agreement: (a) The Participant acknowledges that, regardless of this Agreement, "Tax-Related Items" means any
action taken by the Company or, if different, the Employer the ultimate liability for or all income tax, social
insurance, insurance tax, payroll
tax, fringe benefits tax, payment on account or other tax-related items
related to the Participant's participation in the Plan and legally that may be applica
...ble to the Participant ("Tax-Related Items") is Performance Shares by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign. Regardless of any action the Company takes with respect to withholding Tax-Related Items, you acknowledge that you are ultimately responsible for all Tax-Related Items and remains the Participant's responsibility and that such Tax-Related Items may exceed the amount actually withheld by the Company or the Employer. The Participant You further acknowledges acknowledge that the Company and/or the Employer (1) (ii) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, Performance Shares, including, but not limited to, without limitation, the grant, vesting or exercise of payment with respect to the Option, Performance Shares, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; or dividend equivalents; and (2) (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option Performance Shares to reduce or eliminate the Participant's your liability for Tax-Related Items or to achieve any particular tax result. Further, Furthermore, if the Participant is you have become subject to Tax-Related Items tax in more than one jurisdiction between the Grant Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges you acknowledge that the Company and/or the Employer (or former employer, Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes If permissible under local law and at your election, the Company and/or will satisfy this condition pursuant to the Employer, withholding of Shares consistent with the "Share Withholding" provisions under section 14.2 of the Plan. The Company, in its discretion, may authorize alternative arrangements, including, if permissible under local law, the Company's selling or their respective agents, at their discretion, arranging to satisfy their withholding obligations with regard sell Shares that you acquire under the Plan. In any event, to the extent this condition is not otherwise satisfied, you authorize the Employer to withhold all applicable Tax-Related Items by: (i) withholding legally payable by you from the Participant's your wages or other cash compensation paid to the Participant you by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) without further consent; or Appendix B - 2 (iii) withholding in Shares to be issued Employer. (c)Depending upon exercise of the Option; provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding rates amounts or other applicable withholding rates, including maximum applicable rates, in which case rates. In the Participant event Tax-Related Items are over-withheld, you will receive a refund of in cash for any over-withheld amount in cash amounts and will have no entitlement to the Common Stock Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding in of Shares, you shall be deemed, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, Shares, notwithstanding that a number of the Shares are is held back solely for the purpose of paying the Tax-Related Items (d) Finally, due as a result of any aspect of your participation in the Participant agrees to Plan. (d)You shall pay to the Company or the Employer, Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver make payment with respect to the Shares or the proceeds of the sale of Performance Shares if the Participant fails you fail to comply with the Participant's your obligations in connection with the Tax-Related Items.
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Responsibility for Taxes.
This provision supplements Section 6 of the Nonqualified Stock Option Agreement: (a) The Participant (a)The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary employing the Optionee (the "Employer"), 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 appl
...icable to the Participant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount amount, if any, 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 Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of 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 this Stock 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 (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable 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 any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the Company and/or the Employer; (ii) allowing or (ii) requiring the Optionee to make a cash payment to cover the Tax-Related Items; (iii) withholding from proceeds of the sale of Shares shares of Stock acquired at upon exercise of the this Stock 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) consent); (iv) withholding in Shares from the shares of Stock to be issued to the Optionee upon exercise of this Stock Option; or (v) any other method of withholding determined by the Option; Company and permitted by applicable law; provided, however, that that if the Participant Optionee 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 only by one or a combination of methods (i) (i), (ii) and (ii) (iii) above. (c) Depending (c)Depending on the withholding method, the Company and/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 rates applicable rates, in the Optionee's jurisdiction, in which case the Participant will Optionee 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 of Stock. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant Items. (d)The Optionee 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 Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock, or the proceeds of the sale of Shares shares of Stock, 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 (a)The Grantee acknowledges
and agrees that, regardless of any action taken by the Company
or, if different, the Employer or any Affiliate, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the
Participant's Grantee's participation in the Plan and legally applicable
or deemed applicable to the
Pa...rticipant Grantee ("Tax-Related Items") is and remains the Participant's Grantee's responsibility and may exceed the amount amount, if any, actually withheld by the Company or the Employer. any Affiliate. The Participant Grantee further acknowledges that the Company and/or the Employer (1) make (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Stock Option or the Option, underlying shares of Stock, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of Stock acquired pursuant to such upon the exercise of this Stock Option and the receipt of any dividends and/or any other distributions; dividends; and (2) do (ii) does not commit to and are is under no obligation to structure the terms of the grant or any aspect of the this Stock Option to reduce or eliminate the Participant's Grantee's liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant Grantee 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 Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any the relevant taxable or tax withholding event, as applicable, the Participant Grantee 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 Grantee authorizes the Company and/or the Employer, and its Affiliates, or their respective agents, at their discretion, to satisfy their any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) requiring the Grantee to make a payment in a form acceptable to the Company, (ii) withholding from the Participant's wages or other cash compensation paid payable to the Participant by the Company and/or the Employer; or (ii) Grantee, (iii) withholding from proceeds of the sale of Shares the shares of Stock acquired at upon the exercise of the this Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's Grantee's behalf pursuant to this authorization) authorization without further consent; or Appendix B - 2 (iii) consent), (iv) withholding in Shares to be issued upon from the shares of Stock otherwise issuable at exercise of the Option; this Stock Option, provided, however, that if the Participant is a Section 16 officer of the Company under shall affirmatively approve, by Board action, any such withholding of shares of Stock as contemplated in the Exchange Act, then immediately preceding proviso, or (v) any other method of withholding determined by the Company will withhold in Shares upon and, to the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under extent required by applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied Plan, approved by one or a combination of methods (i) and (ii) above. (c) Depending on the withholding method, the Administrator. 55 (c)The Company and/or an Affiliate may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum rates applicable rates, in which case the Participant will Grantee's jurisdiction(s). In the event of over-withholding, the Grantee may receive a refund of any over-withheld amount in cash and will have (with no entitlement to the Common Stock equivalent. equivalent in shares of Stock) or, if not refunded, the Grantee may seek a refund from the local tax authorities. In the event of under-withholding, the Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or an Affiliate. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant Grantee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant Items. (d)The Grantee agrees to pay to the Company or the Employer, an Affiliate any amount of Tax-Related Items that the Company or the Employer an Affiliate may be required to withhold or account for as a result of the Participant's Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock or the proceeds of the sale of Shares the shares of Stock acquired upon the exercise of this Stock Option, if the Participant Grantee 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 (a)The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the
Employer Subsidiary employing the Optionee (the "Employer"), 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 appl
...icable to the Participant Optionee ("Tax-Related Items") is and remains the Participant's Optionee's responsibility and may exceed the amount amount, if any, 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 Stock Option, including, but not limited to, the grant, vesting or exercise of the this Stock Option, the subsequent sale of Shares shares of 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 this Stock 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 (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior (b)Prior to any relevant taxable 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 any applicable withholding obligations with regard to all Tax-Related Items by: by one or a combination of the following: (i) withholding from the Participant's Optionee's wages or other cash compensation paid to the Participant Optionee by the 5 ACTIVE/72153934.3 Company and/or the Employer; (ii) allowing or (ii) requiring the Optionee to make a cash payment to cover the Tax-Related Items; (iii) withholding from proceeds of the sale of Shares shares of Stock acquired at upon exercise of the this Stock 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) consent); (iv) withholding in Shares from the shares of Stock to be issued to the Optionee upon exercise of this Stock Option; or (v) any other method of withholding determined by the Option; Company and permitted by applicable law; provided, however, that that if the Participant Optionee 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 only by one or a combination of methods (i) (i), (ii) and (ii) (iii) above. (c) Depending (c)Depending on the withholding method, the Company and/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 rates applicable rates, in which case the Participant will Optionee's jurisdiction. In the event of over-withholding the Optionee may receive a refund of any over-withheld amount in cash and will have through the Employer's normal payroll processes (with no entitlement to the Common Stock equivalent. equivalent in Stock) or, if not refunded, the Optionee may seek a refund from the local tax authorities. In the event of under-withholding, the Grantee may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, shares of Stock, for tax purposes, the Participant Optionee is deemed to have been issued the full number of Shares shares of Stock subject to the portion of the Option that is exercised, exercised Stock Option, notwithstanding that a number of the Shares are shares of Stock is held back solely for the purpose of paying the Tax-Related Items (d) Finally, the Participant Items. (d)The Optionee 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 Optionee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares shares of Stock, or the proceeds of the sale of Shares shares of Stock, 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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