Common use of Tax Consequences and Withholding Clause in Contracts

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award or the Shares acquired pursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the tax withholding event, you agree to make arrangements to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon the tax withholding event, a portion of the Shares with a Fair Market Value (measured as of such date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In the event the Committee determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items through, one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge thatAs of the Grant Date, regardless of or at any action taken time thereafter as requested by the Company, the ultimate liability for all income taxParticipant hereby authorizes withholding from payroll and any other amounts payable to the Participant, social insurance or other tax-related items related and otherwise agrees to your participation in make adequate provision for, any sums required to satisfy the Plan federal, state, local and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by foreign tax withholding obligations of the Company, if any, which arise in connection with the Award. You Unless the tax withholding obligations of the Company are satisfied, the Company shall have no obligation to issue a certificate or book-entry transfer for such shares. The Participant understands that unless a proper and timely Section 83(b) election has been made as further acknowledge described below, generally under Section 83 of the Code, at the time the shares of Restricted Stock vest, the Participant will be obligated to recognize ordinary income and be taxed in an amount equal to the Fair Market Value as of the date of vesting for the shares of Restricted Stock then vesting. The Participant shall be solely responsible for any tax obligations that may arise as a result of the shares of Restricted Stock, provided that the Company (a) makes no representations or undertakings regarding may require the treatment forfeiture of any Tax-Related Items in connection with any aspect a number of the Award or the Shares acquired pursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms shares of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the tax withholding event, you agree to make arrangements to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon the tax withholding event, a portion of the Shares with Restricted Stock having a Fair Market Value (measured as of such date) sufficient the date of vesting equal to cover the Tax-Related Items; provided, however, that the number amount of any Shares so withheld shall not exceed required withholding. The Participant has been informed that, with respect to the number necessary to satisfy grant of the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as Award, an election may be permitted under filed by the Plan up to Participant with the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested UnitsInternal Revenue Service, notwithstanding that a number within 30 days of the Shares are held back solely for date of grant, electing pursuant to Section 83(b) of the purpose Code to be taxed currently on the Fair Market Value of paying the Tax-Related ItemsRestricted Stock on the date of grant. In The Participant acknowledges that it is the event Participant’s sole responsibility to timely file the Committee determines that election under Section 83(b) of the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequencesCode. If the Participant makes such election, you authorize the Participant shall promptly provide the Company to collect a copy and the Tax-Related Items through, one Company may require at the time of such election an additional payment for withholding tax purposes based on the Fair Market Value of the following alternative methods:Restricted Stock as of the date of issuance.

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the Awardreceipt of any dividends, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Tax- Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon at the tax withholding eventSettlement Date, a portion of the Shares with a Fair Market Value (measured as of such datethe Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In To the event extent that the Committee Fair Market Value of the Shares withheld is not sufficient to cover the withholding obligation for the Tax-Related Items, or the Company determines that the it is not feasible or desirable to use for Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequencesMethod, you authorize the Company and/or the Employer to collect the Tax-Related Items through, through one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award or the Shares acquired pursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the tax withholding event, you agree to make arrangements to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon at the tax withholding eventSettlement Date, a portion of the Shares with a Fair Market Value (measured as of such datethe Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In the event the Committee determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items through, one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award or the Shares acquired pursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the tax withholding event, you agree to make arrangements to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Tax- Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon at the tax withholding eventSettlement Date, a portion of the Shares with a Fair Market Value (measured as of such datethe Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In the event the Committee Company determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items through, one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Exhibit 10.32 Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award or the Shares acquired pursuant to the Award, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company (or your employer, if different) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the tax withholding event, you agree to make arrangements to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon the tax withholding event, a portion of the Shares with a Fair Market Value (measured as of such date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In the event the Committee determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items through, one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award Award, including, but not limited to, the grant, vesting or settlement of the Units, the subsequent sale of Shares acquired pursuant to such settlement and the Awardreceipt of any dividends, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon at the tax withholding eventSettlement Date, a portion of the Shares with a Fair Market Value (measured as of such datethe Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In To the event extent that the Committee Fair Market Value of the Shares withheld is not sufficient to cover the withholding obligation for the Tax-Related Items, or the Company determines that the it is not feasible or desirable to use for Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequencesMethod, you authorize the Company and/or the Employer to collect the Tax-Related Items through, through one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge that, regardless of any action taken by the CompanyCompany or, if different, the Affiliate employing you (the “Employer”), the ultimate liability for all income tax, social insurance insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount amount, if any, actually withheld by the CompanyCompany or the Employer. You further acknowledge that the Company and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award Award, including, but not limited to, the grant, vesting or settlement of the Units and the subsequent sale of Shares acquired pursuant to the Awardsuch settlement, and (b) does do not commit to and is are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or your former employer, if differentas applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to the any relevant taxable or tax withholding event, as applicable, you agree to make arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company to satisfy any applicable withholding obligation for the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon at the tax withholding eventSettlement Date, a portion of the Shares with a Fair Market Value (measured as of such datethe Settlement Date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In To the event extent that the Committee Fair Market Value of the Shares withheld is not sufficient to cover the withholding obligation for the Tax-Related Items, or the Company determines that it is not feasible or desirable to use the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequencesMethod, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to collect the Tax-Related Items through, through one of the following alternative methods:

Tax Consequences and Withholding. You acknowledge that, regardless As a condition precedent to the delivery of any action taken by the Company, the ultimate liability for all income tax, social insurance or other tax-related items related to your participation Shares in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect settlement of the Award or the Shares acquired pursuant to the AwardUnits, and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject required to Tax-Related Items in more than one jurisdiction, you acknowledge that pay to the Company (or the Affiliate employing you), in accordance with Section 14 of the Plan, the amount of any required domestic or foreign tax withholding obligations, including any social security or social insurance obligation (“Tax Withholding Obligations”). Your acceptance of this Award constitutes your employerinstruction and authorization to the Company and any brokerage firm determined to be acceptable to the Company for such brokerage firm to: · sell on your behalf on the open market at the then prevailing market price(s) as soon as practicable on or after the applicable Unit vesting date the minimum whole number of Shares from the Shares issuable to you in settlement of the vested Units as is determined to be sufficient to generate cash proceeds adequate to satisfy such Tax Withholding Obligations and all applicable fees, if different) may be commissions and costs of sale due to, or required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior be collected by, the brokerage firm; · remit directly to the tax withholding eventCompany the cash amount necessary to cover the Tax Withholding Obligations; · retain the cash amount necessary to cover all applicable fees, commissions and costs of sale due to, or required to be collected by, the brokerage firm in connection with the sale of such Shares; and · remit any remaining funds to you. In connection with any such sale to satisfy Tax Withholding Obligations and related fees, commissions and costs, you acknowledge that: · the authorization and instruction set forth in this Section 6 is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, and to constitute a “10b5-1 Plan” as contemplated by the Company’s Xxxxxxx Xxxxxxx and Information Disclosure Policy; · you are not aware of any material, nonpublic information about the Company or any securities of the Company as of the date of this Agreement; · you are responsible for all fees, commissions and costs of sale, and you agree to make arrangements indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale; · neither the Company nor the designated brokerage firm is under any obligation to arrange for a sale at any particular price, and the proceeds of any such sale may not be sufficient to satisfy all Taxyour Tax Withholding Obligations and related fees, commissions and costs of sale; and · it may not be possible to sell Shares at any particular point in time during the term of this 10b5-Related Items1 Plan due to (i) legal or contractual restrictions applicable to you or to the brokerage firm; (ii) a market disruption; (iii) rules governing order execution priority on the Nasdaq Stock Market or other exchange on which the Shares may then be traded; or (iv) a determination by the Company that sales may not then be effected under this 10b5-1 Plan. In this regardYou agree to promptly pay the Company, you and hereby authorize the Company to satisfy withhold from any applicable withholding obligation for compensation or other amount payable to you, any amount of Tax Withholding Obligations that are not satisfied by the Tax-Related Items through an automatic Share withholding procedure (the “Share Withholding Method”). Under the Share Withholding Method, the Company or its agent will withhold, upon the tax withholding event, a portion of the Shares with a Fair Market Value (measured as of such date) sufficient to cover the Tax-Related Items; provided, however, that the number of any Shares so withheld shall not exceed the number necessary to satisfy the Company’s withholding obligation using the applicable minimum statutory withholding rate or such other rate as may be permitted under the Plan up to the maximum rate applicable in your jurisdiction. You will be deemed to have been issued the full number sale of Shares subject to the vested Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. In the event the Committee determines that the Share Withholding Method would be problematic under applicable tax or securities laws or would result in materially adverse accounting consequences, you authorize the Company to collect the Tax-Related Items through, one of the following alternative methods:described above.