Common use of INCOME TAXES; TAX WITHHOLDING OBLIGATIONS Clause in Contracts

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee will be subject to federal and state income and other tax withholding requirements on the date (generally, the date of exercise) determined by applicable law, based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 5 with respect to any tax withholding obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionee’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee will be subject to federal and state income and other tax withholding requirements on the date determined by applicable law (generally, the date of exercise) determined by applicable law), based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 5 with respect to any tax withholding obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionee’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee Participant will be subject to federal and state income and other tax withholding requirements on the a date (generally, the date of exerciseVesting Date) determined by applicable lawlaw (any such date, the “Taxable Date”), based on the excess of the fair market value of the shares of Common Stock underlying the portion of Vested Units that vest on the Option that is exercised over the Exercise PriceVesting Date. The Optionee Participant will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the OptionVested Units, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee Participant will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. By accepting the Award the Participant agrees that, unless the Company specifies that the Participant must otherwise satisfy any withholding obligations, the Company is authorized to withhold from the shares of Common Stock issuable or cash equivalent value payable to the Participant in respect of Vested Units the whole number of shares or cash equivalent having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Participant’s Tax Withholding Obligation, the Participant agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above. The Company may refuse to issue any shares of Common Stock to the Optionee Participant until the Optionee Participant satisfies the Tax Withholding Obligation. The Optionee Participant acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of under the Option (or any portion thereof) Award or from salary or other amounts payable to the OptioneeParticipant, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee Participant is ultimately liable and responsible for all taxes owed by the Optionee Participant in connection with the OptionAward, regardless of any action the Company takes or any transaction pursuant to this Section 5 7 with respect to any tax withholding obligations that arise in connection with the OptionAward. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise settlement of the Option Award or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Optionunderlying Vested Units. The Company does not commit and is under no obligation to structure the Option Award to reduce or eliminate the OptioneeParticipant’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee will be subject to federal and state income and other tax withholding requirements on the date determined by applicable law (generally, the date of exercise) determined by applicable law), based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 5 with respect to any tax withholding obligations Tax Withholding Obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionee’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee will be subject to federal and state income and other tax withholding requirements on the date determined by applicable law (generally, the date of exercise) determined by applicable law), based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 5 with respect to any tax withholding obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionee’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly. Section 422 of the Code provides, among other things, that the Optionee shall not be taxed upon the exercise of a stock option that qualifies as an incentive stock option provided the Optionee does not dispose of the shares of Common Stock acquired upon exercise of such option until the later of two years after such option is granted to the Optionee and one year after such option is exercised. Subject to the restrictions on transfer set forth in this Agreement and the Plan, if the Optionee sells or otherwise disposes of any of the shares of Common Stock issued as a result of the exercise of the Option on or before the later of two years after the grant date or one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition. Notwithstanding anything to the contrary herein, Section 422 of the Code provides that incentive stock options (including, possibly, the Option) shall not be treated as incentive stock options if and to the extent that the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such incentive stock options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and its subsidiaries) exceeds $100,000, taking options into account in the order in which they were granted. Thus, if and to the extent that any shares of Common Stock issued under a portion of the Option exceeds the foregoing $100,000 limitation, such shares shall not be treated as issued under an incentive stock option pursuant to Section 422 of the Code.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee will be subject to federal and state income and other tax withholding requirements on the date determined by applicable law (generally, the date of exercise) determined by applicable law), based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 5 with respect to any tax withholding obligations Tax Withholding Obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionee’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly. Section 422 of the Code provides, among other things, that the Optionee shall not be taxed upon the exercise of a stock option that qualifies as an incentive stock option provided the Optionee does not dispose of the shares of Common Stock acquired upon exercise of such option until the later of two years after such option is granted to the Optionee and one year after such option is exercised. Subject to the restrictions on transfer set forth in this Agreement and the Plan, if the Optionee sells or otherwise disposes of any of the shares of Common Stock issued as a result of the exercise of the Option on or before the later of two years after the Grant Date or one year after the exercise date, the Optionee shall immediately notify the Company in writing of such disposition, and the Option shall be treated as a non-qualified stock option. Notwithstanding anything to the contrary herein, Section 422 of the Code provides that incentive stock options (including, possibly, the Option) shall not be treated as incentive stock options if and to the extent that the aggregate fair market value of shares of Common Stock (determined as of the Grant Date) with respect to which such incentive stock options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and its subsidiaries) exceeds $100,000, taking options into account in the order in which they were granted. Thus, if and to the extent that any shares of Common Stock issued under a portion of the Option exceeds the foregoing $100,000 limitation, such excess shares shall not be treated as issued under an incentive stock option pursuant to Section 422 of the Code and shall be treated as issued under a non-qualified stock option. If the Optionee ceases to be an employee of the Company but continues to provide service to the Company, the Option shall be treated a non-qualified stock option as of the date three months and one day after the Optionee ceases to be an employee.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee will be subject to federal and state income and other tax withholding requirements on the date (generally, the date of exercise) determined by applicable law, based on the excess of the fair market value of the shares of Common Stock underlying the portion of the Option that is exercised over the Exercise Price. The Optionee will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the Option, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. The Company may refuse to issue any shares of Common Stock to the Optionee until the Optionee satisfies the Tax Withholding Obligation. The Optionee acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of the Option (or any portion thereof) or from salary or other amounts payable to the Optionee, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee is ultimately liable and responsible for all taxes owed by the Optionee in connection with the Option, regardless of any action the Company takes or any transaction pursuant to this Section 5 with respect to any tax withholding obligations that arise in connection with the Option. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise of the Option or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Option. The Company does not commit and is under no obligation to structure the Option to reduce or eliminate the Optionee’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and will be interpreted accordingly. Section 422 of the Code provides, among other things, that the Optionee shall not be taxed upon the exercise of a stock option that qualifies as an incentive stock option provided the Optionee does not dispose of the shares of Common Stock acquired upon exercise of such option until the later of two years after such option is granted to the Optionee and one year after such option is exercised. Notwithstanding anything to the contrary herein, Section 422 of the Code provides that incentive stock options (including, possibly, the Option) shall not be treated as incentive stock options if and to the extent that the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such incentive stock options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and its subsidiaries) exceeds $100,000, taking options into account in the order in which they were granted. Thus, if and to the extent that any shares of Common Stock issued under a portion of the Option exceeds the foregoing $100,000 limitation, such shares shall not be treated as issued under an incentive stock option pursuant to Section 422 of the Code.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee Participant will be subject to federal and state income and other tax withholding requirements on the a date (generally, the date of exerciseVesting Date) determined by applicable lawlaw (any such date, the “Taxable Date”), based on the excess of the fair market value of the shares of Common Stock underlying the portion of Restricted Stock Units that vest on the Option that is exercised over the Exercise PriceVesting Date. The Optionee Participant will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the OptionVested Units, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee Participant will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. By accepting the Award the Participant agrees that, unless the Company specifies that the Participant must otherwise satisfy any withholding obligations, the Company is authorized to withhold from the shares of Common Stock issuable or cash equivalent value payable to the Participant in respect of Vested Units the whole number of shares or cash equivalent having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Participant’s Tax Withholding Obligation, the Participant agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above. The Company may refuse to issue any shares of Common Stock to the Optionee Participant until the Optionee Participant satisfies the Tax Withholding Obligation. The Optionee Participant acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of under the Option (or any portion thereof) Award or from salary or other amounts payable to the OptioneeParticipant, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee Participant is ultimately liable and responsible for all taxes owed by the Optionee Participant in connection with the OptionAward, regardless of any action the Company takes or any transaction pursuant to this Section 5 7 with respect to any tax withholding obligations that arise in connection with the OptionAward. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise settlement of the Option Award or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Optionunderlying Vested Units. The Company does not commit and is under no obligation to structure the Option Award to reduce or eliminate the OptioneeParticipant’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee Participant will be subject to federal and state income and other tax withholding requirements on the a date (generally, the date of exerciseVesting Date) determined by applicable lawlaw (any such date, the “Taxable Date”), based on the excess of the fair market value Fair Market Value of the shares of Common Stock underlying the portion of Restricted Stock Units that vest on the Option that is exercised over the Exercise PriceVesting Date. The Optionee Participant will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the OptionVested Units, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee Participant will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. By accepting the Award the Participant agrees that, unless the Company specifies that the Participant must otherwise satisfy any withholding obligations, the Company is authorized to withhold from the shares of Common Stock issuable or cash equivalent value payable to the Participant in respect of Vested Units the whole number of shares or cash equivalent having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Participant's Tax Withholding Obligation, the Participant agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above. The Company may refuse to issue any shares of Common Stock to the Optionee Participant until the Optionee Participant satisfies the Tax Withholding Obligation. The Optionee Participant acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of under the Option (or any portion thereof) Award or from salary or other amounts payable to the OptioneeParticipant, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee Participant is ultimately liable and responsible for all taxes owed by the Optionee Participant in connection with the OptionAward, regardless of any action the Company takes or any transaction pursuant to this Section 5 6 with respect to any tax withholding obligations Tax Withholding Obligations that arise in connection with the OptionAward. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise settlement of the Option Award or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Optionunderlying Vested Units. The Company does not commit and is under no obligation to structure the Option Award to reduce or eliminate the Optionee’s Participant's tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.

INCOME TAXES; TAX WITHHOLDING OBLIGATIONS. The Optionee Participant will be subject to federal and state income and other tax withholding requirements on the a date (generally, the date of exerciseVesting Date) determined by applicable lawlaw (any such date, the “Taxable Date”), based on the excess of the fair market value of the shares of Common Stock underlying the portion of Restricted Stock Units that vest on the Option that is exercised over the Exercise PriceVesting Date. The Optionee Participant will be solely responsible for the payment of all U.S. federal income and other taxes, including any state, local or non-U.S. income or employment tax obligation that may be related to the exercise of the OptionVested Units, including any such taxes that are required to be withheld and paid over to the applicable tax authorities (the “Tax Withholding Obligation”). The Optionee Participant will be responsible for the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company in its sole discretion. By accepting the Award the Participant agrees that, unless the Company specifies that the Participant must otherwise satisfy any withholding obligations, the Company is authorized to withhold from the shares of Common Stock issuable or cash equivalent value payable to the Participant in respect of Vested Units the whole number of shares or cash equivalent having a value (as determined by the Company consistent with any applicable tax requirements) on the Taxable Date or the first trading day before the Taxable Date sufficient to satisfy the applicable Tax Withholding Obligation. If the withheld shares are not sufficient to satisfy the Participant’s Tax Withholding Obligation, the Participant agrees to pay to the Company as soon as practicable any amount of the Tax Withholding Obligation that is not satisfied by the withholding of shares of Common Stock described above. The Company may refuse to issue any shares of Common Stock to the Optionee Participant until the Optionee Participant satisfies the Tax Withholding Obligation. The Optionee Participant acknowledges that the Company has the right to retain without notice from shares issuable upon exercise of under the Option (or any portion thereof) Award or from salary or other amounts payable to the OptioneeParticipant, shares or cash having a value sufficient to satisfy the Tax Withholding Obligation. The Optionee Participant is ultimately liable and responsible for all taxes owed by the Optionee Participant in connection with the OptionAward, regardless of any action the Company takes or any transaction pursuant to this Section 5 7 with respect to any tax withholding obligations Tax Withholding Obligations that arise in connection with the OptionAward. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or exercise settlement of the Option Award or the subsequent sale of any of the shares of Common Stock acquired upon exercise of the Optionunderlying Vested Units. The Company does not commit and is under no obligation to structure the Option Award to reduce or eliminate the OptioneeParticipant’s tax liability. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and will be interpreted accordingly.