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 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 his or her Employee’s responsibility and liability and may exceed the amount actually withheld by the Company or the Employer. 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 vesting, or exercise of this option and the Option, the subsequent sale of shares 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. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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) for 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 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 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 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 following, provided, however, that notwithstanding anything herein to the contrary, in the Plan that cannot case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by deduction from the Employee’s wages or other cash compensation paid to the Employee such procedure specifically approved 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.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 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. 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) for 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 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 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 (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 '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 '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 '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 '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 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 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. 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) for 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 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: 3 (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 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 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 Company’s actions in this regardCompany or the employing Parent or Subsidiary (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 the Employee is and remains his or her the Employee’s responsibility and liability and may exceed the amount actually withheld by the Company or the Employer. 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 SAR, including the grant, vesting vesting, or exercise of this option and the SAR, the subsequent sale of shares 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 SAR or any aspect of this option the SAR to reduce or eliminate the Employee’s liability regarding taxfor Tax-related itemsRelated Items, or achieve any particular tax result. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, 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 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 Employer with respect to the SARs. 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, 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: