Return of Reduced Excise Tax Payment or Payment of Additional Excise Tax.
If the Participant fails to pay any required Tax Payment, the Company may, in its discretion, deduct any Tax Payments from any amount then or thereafter payable by the Company to the Participant and take such other action as deemed necessary to satisfy all obligations for the Tax Payment (including reducing the number of Shares delivered on the Settlement Date).
Furthermore, the Participant acknowledges and agrees that the Participant will be solely responsible for making any Tax Payment directly to the appropriate taxing authorities should the Participant opt not to satisfy his or her Tax Payment through a cashless exercise.
Where a Party has other losses, deductions, credits or similar items available to it, such deductions, credits or similar items of such Party may only be applied after the use of any Timing Adjustment or Reorganization Tax Payment.
The Participant agrees to pay the Company in the form of a check or cashiers check any overage of the Tax Payment paid by the Company as a result of making whole any partial Share issued through a cashless exercise.