Common use of Tax Withholding and Payment Obligations Clause in Contracts

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares acquired pursuant to the exercise of this option, and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will shall assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold or collect any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wageswages or other cash compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the CompanyCompany or Employee’s actions in this regardemployer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her responsibility participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and liability and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe Option, including the grant, vesting holding, vesting, or exercise of this option the Option, the holding and the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the grant Option or any aspect of this option the Option to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one 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. No payment will be made to Employee (or his or her estate or beneficiary) in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the Employee’s participation in the Planthis regard, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate the Employer, or their respective agents, at their discretion, to withhold satisfy the obligations with regard to all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold as Tax-Related Items by one or a result combination of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.following:

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option, as well as the Employee’s and, to the extent required by the Company (or the employing Affiliate), the Company’s (or the employing Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the option and the Shares issued thereunder, and all other taxes or social insurance liabilities with respect to which the Employee has agreed to bear responsibility (collectively, the “tax-related itemsTax Obligations”). These requirements Tax Obligations may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items Tax Obligations is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related itemsTax Obligations. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the The Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirementsor remitting requirements related to any and all Tax Obligations. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes Tax Obligations from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes Tax Obligations the Company and/or an Affiliate may be required to withhold or with respect to which the Employee has agreed to bear as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations Tax Obligations of the Company and/or any Affiliate are satisfied. Further, Employee shall be bound by any additional withholding requirements included in the Notice of Grant of this Agreement.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate affiliate any amount of taxes the Company and/or an Affiliate affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliateaffiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate affiliate are satisfied. Notwithstanding the foregoing, upon exercise of the option, the Company will withhold a portion of the Shares with respect to which the Employee (or such other authorized person) has elected to exercise the option that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company as a result of the exercise of the option. No fractional Shares will be withheld or issued pursuant to the issuance of Shares; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. With respect to its executive officers (as determined by the Company), the Company will withhold an amount equal to the fair market value of two (2) Shares from the last paycheck due to such executive prior to the exercise of the option. With respect to other Employees, the Company, in its discretion, may withhold an amount equal to the fair market value of two (2) Shares from the first paycheck due to the Employee following the exercise of the option. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no Shares will be issued to the Employee (or his or her estate) unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the exercise of the option. By accepting this option, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 8.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee Director hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the EmployeeDirector’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the EmployeeDirector’s participation in the Plan, the Employee Director agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee Director authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from any cash compensation due to the Employee’s wagesDirector. Furthermore, the Employee Director agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold as a result of the EmployeeDirector’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid due to the Employee by the Company and/or an AffiliateDirector. The Employee Director acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from any cash compensation due to the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from cash compensation due to the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Regardless of any action the Company will assess its requirements regarding (or the employing Parent or Subsidiary) takes with respect to any or all income tax, social insurance and any insurance, payroll tax, or other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related itemswithholding (“Tax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by the Employee is and remains his or her the Employee’s responsibility and liability and that the Company (or the employing Parent or Subsidiary) (a) makes no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe SAR, including the grant, vesting vesting, or exercise of this option and the SAR, the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does not commit to structure the terms of the grant SAR or any aspect of this option the SAR to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items. No payment will be made to the Employee (or his or her estate) for SARs unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any Tax-Related Items obligations of the Company (and/or the employing Parent or Subsidiary) with respect to the SARs. In this regard, the event Employee authorizes the Company determines (or the employing Parent or Subsidiary) to withhold a portion of the Shares otherwise issuable in payment for the exercise of this SAR that it and/or have an Affiliate must withhold any taxaggregate market value sufficient to pay the minimum required withholding amount for Tax-related items Related Items, determined on the date that the amount for Tax-Related Items to be withheld is to be determined. If the Company (or the employing Parent or Subsidiary) satisfies the obligation for Tax-Related Items by withholding a number of whole Shares as described herein, the Employee is deemed to have been issued the full number of Shares subject to the SAR award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the exercise of the SAR. No fractional Shares will be withheld or issued pursuant to the exercise of this SAR and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company (or employing Parent or Subsidiary) through the Employee’s participation in paycheck or other cash compensation paid to the PlanEmployee by the Company (or employing Parent or Subsidiary) except as otherwise provided herein with respect to an Employee who is an “executive officer” of the Company within the meaning of Section 402 of the Sarbanes Oxley Act of 2002 (an “Executive Officer”). With respect to an Employee who is an Executive Officer, the Employee hereby agrees as a condition to pay the Company, on or prior to the date of exercise, by cash or check an amount equal to such additional withholding unless the Company otherwise determines that withholding such amount from the Employee’s paycheck or other cash compensation in accordance with the preceding sentence would not violate Section 402 of the grant Sarbanes Oxley Act of this option to make arrangements satisfactory to 2002. Instead of or in combination with the Company to enable it to satisfy all withholding requirements. The foregoing, the Employee authorizes the Company and/or an Affiliate the employing Parent and/or Subsidiary, in their sole discretion, and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of Shares received as a result of the exercise of the SAR (on the Employee’s behalf and at the Employee’s discretion pursuant to the Employee’s authorization in this Agreement), with the proceeds going toward satisfaction of the Tax-Related Items, (ii) require the Employee to pay the Tax Related Items in the form of cash, check or other cash equivalent, and/or (iii) withhold all applicable withholding taxes Tax-Related Items legally payable by the Employee from the Employee’s wages. Furthermore, paycheck or other cash compensation payable to the Employee agrees to pay by the Company and/or an Affiliate (or the employing Parent or Subsidiary). The Employee shall pay to the Company (or the employing Parent or Subsidiary) any amount of taxes Tax-Related Items that the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from one or more of the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliatemeans previously described in this paragraph 8. The Employee acknowledges and agrees that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate may refuse to honor the exercise and refuse to make the SAR Payment required under this Agreement if the Employee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this paragraph 8. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are satisfieddue after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the CompanyCompany or Employee’s actions in this regardemployer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her responsibility participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and liability and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe Option, including the grant, vesting holding, vesting, or exercise of this option the Option, the holding and the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the grant Option or any aspect of this option the Option to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one 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. No payment will be made to Employee (or his or her estate or beneficiary) in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In the event this regard, Employee authorizes the Company determines and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or 3 (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that it and/or an Affiliate must withhold any taxhave been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-related items Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan, the . Employee agrees as a condition of the grant of this option to make arrangements satisfactory shall pay to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate or Employer any amount of taxes Tax-Related Items that the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from one or more of the Employee’s wages or other cash compensation paid to the means previously described in this paragraph 10. Employee by acknowledges and agrees that the Company and/or an Affiliate. The Employee acknowledges that he may refuse to honor the exercise and refuse to issue or she may not exercise this option unless deliver the tax withholding obligations Shares or the proceeds of the Company and/or any Affiliate are satisfiedsale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items. 11.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a1) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b2) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate affiliate any amount of taxes the Company and/or an Affiliate affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliateaffiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate affiliate are satisfied. Notwithstanding the foregoing, upon exercise of the option, the Company will withhold a portion of the Shares with respect to which the Employee (or such other authorized person) has elected to exercise the option that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company as a result of the exercise of the option. No fractional Shares will be withheld or issued pursuant to the issuance of Shares; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. With respect to its executive officers (as determined by the Company), the Company will withhold an amount equal to the fair market value of two (2) Shares from the last paycheck due to such executive prior to the exercise of the option. With respect to other Employees, the Company, in its discretion, may withhold an amount equal to the fair market value of two (2) Shares from the first paycheck due to the Employee following the exercise of the option. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no Shares will be issued to the Employee (or his or her estate) unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the exercise of the option. By accepting this option, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 8. 9.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“"tax-related items”"). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s 's actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a1) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b2) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s 's liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold or collect any tax-related items as a result of the Employee’s 's participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s 's wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s 's participation in the Plan that cannot be satisfied by deduction from the Employee’s 's wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a1) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b2) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold or collect any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company and/or an Affiliate will assess its their requirements regarding tax, social insurance and any security payroll tax, payment on account or other payroll tax tax-related withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Affiliate’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company and/or the Affiliate (a1) makes make no representations or undertaking regarding the treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b2) does do not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company and/or the Affiliate to enable it to satisfy all withholding requirementsrequirements and payment on account obligations. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wageswages or other cash compensation paid to the Employee by the Company and/or by an Affiliate within legal limits. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliate. In addition, the Company may also sell or arrange for the sale of Shares acquired by the Employee to meet the withholding obligations for tax-related items, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company As a condition to the grant, vesting and exercise of this Option and as further set forth in Sections 10.7 and 10.8 of the Plan, Employee hereby agrees to make adequate provision for the satisfaction of (and will assess its requirements regarding indemnify the Company, Employee’s employer (the “Employer”) and any other Affiliate) for any income tax, social insurance and insurance, payroll tax, or any other payroll tax withholding required deductions or payments related to the Employee’s participation in the Plan and reporting in connection with this optionlegally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant, vesting or exercise of this option Option, ownership or sale disposition of Shares acquired pursuant Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the exercise of this option (“tax-related items”). These requirements may change from time to time Company, or otherwise as laws or interpretations changedetermined by the Company in its sole discretion. Regardless of any action the Company’s actions in this regardCompany or the Employer takes with respect to any or all Tax-Related Items, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company, or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her responsibility participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any other Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and liability and the receipt of dividends, if any. Employee further acknowledges that the Company and the Employer (a) makes make no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe Option, including the grant, vesting holding, vesting, or exercise of this option the Option, the holding and the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does do not commit to and are under no obligation to structure the terms of the grant Option or any aspect of this option the Option to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. In the event Employee also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company determines assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that it and/or an Affiliate must withhold any tax-related items as a result may be required of the Employee’s participation Employee under Applicable Laws. Further, if Employee has become subject to tax in the Planmore than one jurisdiction, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes acknowledges that the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. FurthermoreEmployer (or former employer, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) in relation to an Option unless and until satisfactory arrangements (as a result of determined by the Employee’s participation in the Plan that cannot be satisfied Company) have been made by deduction from the Employee’s wages or other cash compensation paid Employee with respect to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding payment of any Tax-Related Items and any other obligations of the Company and/or any Affiliate are satisfied.the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Tax Withholding and Payment Obligations. The Company As a condition to the grant, vesting and exercise of this Option and as further set forth in Sections 10.7 and 10.8 of the Plan, the, Employee hereby agrees to make adequate provision for the satisfaction of (and will assess its requirements regarding taxindemnify the Company, social insurance the Employer and any other payroll tax withholding and reporting in connection with this option, including Affiliate) for any Tax-Related Items which arise upon the grant, vesting or exercise of this option Option, ownership or sale disposition of Shares acquired pursuant Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the exercise of this option (“tax-related items”). These requirements may change from time to time Company, or otherwise as laws or interpretations changedetermined by the Company in its sole discretion. Regardless of any action the CompanyCompany or Employee’s actions in this regardemployer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company, or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her responsibility participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any other Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and liability and the receipt of dividends, if any. Employee further acknowledges that the Company and the Employer (a) makes make no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe Option, including the grant, vesting holding, vesting, or exercise of this option the Option, the holding and the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does do not commit to and are under no obligation to structure the terms of the grant Option or any aspect of this option the Option to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. In the event Employee also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company determines assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that it and/or an Affiliate must withhold any tax-related items as a result may be required of the Employee’s participation Employee under Applicable Laws. Further, if Employee has become subject to tax in the Planmore than one jurisdiction, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes acknowledges that the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. FurthermoreEmployer (or former employer, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) in relation to an Option unless and until satisfactory arrangements (as a result of determined by the Employee’s participation in the Plan that cannot be satisfied Company) have been made by deduction from the Employee’s wages or other cash compensation paid Employee with respect to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding payment of any Tax-Related Items and any other obligations of the Company and/or any Affiliate are satisfied.the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the CompanyCompany or Employee’s actions in this regardemployer (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her responsibility participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and liability and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe Option, including the grant, vesting holding, vesting, or exercise of this option the Option, the holding and the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the grant Option or any aspect of this option the Option to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one 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. No payment will be made to Employee (or his or her estate or beneficiary) in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In the event this regard, Employee authorizes the Company determines and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that it and/or an Affiliate must withhold any taxhave been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-related items Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan, the . Employee agrees as a condition of the grant of this option to make arrangements satisfactory shall pay to the 3 Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate or Employer any amount of taxes Tax-Related Items that the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from one or more of the Employee’s wages or other cash compensation paid to the means previously described in this paragraph 10. Employee by acknowledges and agrees that the Company and/or an Affiliate. The Employee acknowledges that he may refuse to honor the exercise and refuse to issue or she may not exercise this option unless deliver the tax withholding obligations Shares or the proceeds of the Company and/or any Affiliate are satisfiedsale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items. 11.

Tax Withholding and Payment Obligations. The Company As a condition to the grant, vesting and exercise of this Option and as further set forth in Sections 10.7 and 10.8 of the Plan, Employee hereby agrees to make adequate provision for the satisfaction of (and will assess its requirements regarding taxindemnify the Company, social insurance Employee’s employer (the “Employer”), and any other payroll tax withholding and reporting in connection with this option, including Affiliate) for any Tax-Related Items which arise upon the grant, vesting or exercise of this option Option, ownership or sale disposition of Shares acquired pursuant Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the exercise of this option (“tax-related items”). These requirements may change from time to time Company, or otherwise as laws or interpretations changedetermined by the Company in its sole discretion. Regardless of any action the Company’s actions in this regardCompany or the Employer takes with respect to any or all Tax-Related Items, the Employee hereby acknowledges and agrees that the ultimate liability for any and all taxTax-related items Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company, or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her responsibility participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any other Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and liability and the receipt of dividends, if any. Employee further acknowledges that the Company and the Employer (a) makes make no representations or undertaking undertakings regarding the treatment of any taxTax-related items Related Items in connection with any aspect of this option grantthe Option, including the grant, vesting holding, vesting, or exercise of this option the Option, the holding and the subsequent sale of Shares acquired pursuant to under the exercise Plan and the receipt of this optiondividends, if any; and (b) does do not commit to and are under no obligation to structure the terms of the grant Option or any aspect of this option the Option to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. In the event Employee also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company determines assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that it and/or an Affiliate must withhold any tax-related items as a result may be required of the Employee’s participation Employee under Applicable Laws. Further, if Employee has become subject to tax in the Planmore than one jurisdiction, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes acknowledges that the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. FurthermoreEmployer (or former employer, the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) in relation to an Option unless and until satisfactory arrangements (as a result of determined by the Employee’s participation in the Plan that cannot be satisfied Company) have been made by deduction from the Employee’s wages or other cash compensation paid Employee with respect to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding payment of any Tax-Related Items and any other obligations of the Company and/or any Affiliate are satisfied.the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions:

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the grant, vesting or exercise of this option and the subsequent sale of Shares shares acquired pursuant to the exercise of this option, ; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the Employee’s liability regarding tax-related items. In the event the Company determines that it and/or an Affiliate affiliate must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate affiliate any amount of taxes the Company and/or an Affiliate affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or an Affiliateaffiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Affiliate affiliate are satisfied. Notwithstanding the foregoing, upon exercise of the option via a net exercise or stock swap transaction, the Company will withhold a portion of the Shares with respect to which the Employee (or such other authorized person) has elected to exercise the option that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company as a result of the exercise of the option. No fractional Shares will be withheld or issued pursuant to the issuance of Shares; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. With respect to its executive officers (as determined by the Company), the Company will withhold an amount equal to the fair market value of two (2) Shares from the last paycheck due to such executive prior to the exercise of the option. With respect to other Employees, the Company, in its discretion, may withhold an amount equal to the fair market value of two (2) Shares from the first paycheck due to the Employee following the exercise of the option. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no Shares will be issued to the Employee (or his or her estate) unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the exercise of the option. By accepting this option, if the Employee elects to exercise via a net exercise or stock swap transaction, then the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 8.