Common use of Costs and Taxes Clause in Contracts

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax LiabilitiesTAX LIABILITIES) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s 's determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax tax, charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation obligations to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable favorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable liable, whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.111.1 above, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1. 12. SECURITIES ACCOUNTS 12.1 Pursuant to Japanese laws and regulations, the Grantee is required to appoint an agent and maintain a non-resident offshore account in Japan with respect to the Common Shares to be acquired upon exercise of the Options. The Grantee hereby agrees that it shall, through the Company, entrust the custody, management and disposal of such Common Shares (the Services) to a securities company or bank (the Securities Company); provided, however, that the Grantee shall retain the right to determine and direct the Securities Company to sell, transfer or dispose of all or any portion of the Common Shares on the Grantee’s behalf and the Securities Company may not sell, transfer or otherwise dispose of the Common Shares without the Grantee’s prior approval. The Company shall determine and appoint such Securities Company (or change such appointment) in its absolute discretion and notify the Grantee of such appointment (or change in such appointment) in accordance with Clause 16. 12.2 Following the Grant Date and prior to the exercise of the Options the Grantee is required to open an account in the Grantee’s name at the Securities Company and follow the necessary procedures set out separately by the Company in order to enable the Securities Company to perform the Services.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s 's determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (ai) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (bj) the relevant charges payable in connection with any money transfers; (ck) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (dl) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s 's determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s 's determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.

Costs and Taxes. 11.1 The Company shall have the right to require the Grantee to remit to the Company, prior to the delivery of any certificates evidencing Common Shares acquired upon exercise of an Option, an amount sufficient to satisfy any applicable income tax, capital gains tax, social security contributions or other tax charge or duty (the Tax Liabilities) which may be assessed or chargeable in connection with the grant or exercise of the Options. In addition, prior to the Company’s 's determination of such Tax Liabilities, the Grantee may make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes, by directing the Company to cause Common Shares to be withheld (but not in excess of a rate that the Company determines is necessary to avoid unfavorable accounting treatment) that would otherwise be received by such Grantee. Such election may be denied by the Board at its discretion, or may be made subject to certain conditions specified by the Board, including, without limitation, conditions intended to avoid the imposition of liability against the individual under applicable laws. The Grantee shall indemnify the Company and any other member of the Group in respect of any Tax Liabilities payable in respect of the Options and for which the Company or any other member of the Group is liable whether pursuant to any withholding obligations or otherwise. 11.2 Except as provided for in Clause 11.1, the Grantee is responsible for: (a) the cost of opening an account at the Securities Company (as defined in Clause 12.1 below); (b) the relevant charges payable in connection with any money transfers; (c) all other charges of the Appointed Bank and/or Securities Company which may be imposed from time to time; and (d) all other expenses that are imposed on the exercise of Options. 11.3 The Company shall have the right to require the Grantee to remit to the Company an amount sufficient to satisfy any such costs and expenses prior to the delivery of any certificate evidencing Common Shares acquired upon exercise of an Option. Such amount may be satisfied by directing the Company to withhold Common Shares in the manner set forth in Clause 11.1.