Common use of Responsibility for Taxes & Withholding Clause in Contracts

Responsibility for Taxes & Withholding. (a) The Employee acknowledges that the ultimate liability for any and all income tax (including U.S. federal, state and local tax or non-U.S. tax) arising in connection with the grant, vesting and/or settlement of this Award is and remains the Employee’s responsibility. The Employee further acknowledges that the Company (i) makes no representations or undertakings regarding the tax treatment of any aspect of the Award and (ii) does not commit to and is under no obligation to structure any aspect of the Award to reduce or eliminate the Employee’s tax liability or achieve any particular tax result. (b) The grant and settlement of this Award shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). In this regard, the Employee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Required Withholding by one or a combination of the following: (i) withholding from any wages or other cash compensation payable to the Employee by the Company or a subsidiary; (ii) withholding from the Settlement Amount otherwise payable to the Employee (whether such Settlement Amount is payable in the form of cash or shares of Common Stock); (iii) withholding from any Dividend Equivalent Rights payable upon vesting or settlement of the Award; or (iv) arranging for the sale of shares of Common Stock otherwise deliverable to the Employee in settlement of the Award (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) and withholding the Required Withholding from the proceeds of such sale of shares of Common Stock. By execution of this Agreement, the Employee shall be deemed to have authorized the satisfaction of the Required Withholding by the Company as provided herein, and agrees to pay to the Company any portion of the Required Withholding that cannot be satisfied by the foregoing means.

Responsibility for Taxes & Withholding. (a) The Employee Participant acknowledges that the ultimate liability for any all taxes or other tax related items (“Tax-Related Items”) related to the Participant's participation in the Plan and all income tax (including U.S. federal, state and local tax or non-U.S. tax) arising in connection with legally applicable to the grant, vesting and/or settlement of this Award Participant is and remains the EmployeeParticipant’s responsibility. The Employee Participant further acknowledges that the Company and/or its Subsidiaries (i1) makes make no representations or undertakings regarding the tax treatment of any Tax-Related Items in connection with any aspect to the Options, including, but not limited to, the grant, vesting or exercise of the Award Options, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii2) does do not commit to and is are under no obligation to structure the terms of any aspect of the Award to reduce or eliminate the EmployeeParticipant’s tax liability or achieve any particular tax resultfor Tax-Related Items. (b) The grant and settlement Participant agrees as a condition of this Award shall be subject his or her participation in the Plan to make arrangements satisfactory to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). In this regard, the Employee authorizes the Company, at its discretion and pursuant Company to such procedures as enable it may specify from time to time, to satisfy the Required Withholding by one or a combination of the following: (i) withholding from any wages or other cash compensation payable to the Employee by the Company or a subsidiary; (ii) withholding from the Settlement Amount otherwise payable to the Employee (whether such Settlement Amount is payable in the form of cash or shares of Common Stock); (iii) withholding from any Dividend Equivalent Rights payable upon vesting or settlement of the Award; or (iv) arranging for the sale of shares of Common Stock otherwise deliverable to the Employee in settlement of the Award (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) and withholding the Required Withholding from the proceeds of such sale of shares of Common Stock. By execution of this Agreementwithholding, the Employee shall be deemed to have authorized payment and/or collection requirements associated with the satisfaction of the Required Withholding Tax-Related Items. The withholding obligation shall be satisfied in a manner acceptable to the Company in its sole discretion and may include the following methods: (1) by the Company as provided hereinwithholding all applicable amounts from the Participant’s cash compensation due to the Participant, (2) by surrender to the Company by attestation to the ownership of Shares already owned that would satisfy the withholding amount, or by having the Company retain a portion of the Shares otherwise issuable upon exercise of the Options, or (3) by delivery of a conversion notice or conversion instructions acceptable to the Company irrevocably electing to convert a sufficient number of Shares received under the Option into Conversion Shares together with delivery of irrevocable instructions to a broker or other agent acceptable to the Company to promptly sell the Conversion Shares received under the Option and to deliver to the Company the appropriate amount of proceeds to satisfy the withholding requirements. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates (but not in excess of the maximum amount permitted for tax withholding under applicable law). Furthermore, the Participant agrees to pay to the Company any portion amount the Company may be required to withhold, collect or pay as a result of the Required Withholding Participant’s participation in the Plan or that cannot be satisfied by deduction from the foregoing meansParticipant’s cash compensation paid to the Participant by the Company or sale of the Shares acquired under the Plan. The Participant acknowledges that he or she may not participate in the Plan unless the tax withholding, payment and/or collection obligations of the Company are satisfied.

Responsibility for Taxes & Withholding. (a) The Employee acknowledges that Regardless of any action the ultimate liability for Company or the Employer takes with respect to any and or all income tax (including U.S. federal, state and local tax or taxes and/or non-U.S. taxes), social insurance, payroll tax) arising in connection with , fringe benefit tax, payment on account or other tax-related withholding (“Tax-Related Items”), the grantParticipant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant, vesting and/or settlement of this Award or deemed applicable to the Participant, even if technically due by the Company or a Subsidiary, is and remains the EmployeeParticipant’s sole responsibility. The Employee further acknowledges that Furthermore, the Company and the Employer (i) makes make no representations or undertakings regarding the tax treatment of any Tax-Related Items in connection with any aspect of the Award Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the subsequent sale of any shares of Stock acquired pursuant to this Agreement and the receipt of any dividend equivalents or dividends; and (ii) does do not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award Restricted Stock Units to reduce or eliminate the EmployeeParticipant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date the Restricted Stock Units are granted and the date of any relevant taxable or tax liability withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or achieve any particular tax resultformer employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. (b) The grant and settlement Company and/or the Employer may satisfy its obligation to withhold Tax-Related Items associated with the Restricted Stock Units by withholding a number of this Award Restricted Stock Units or shares of Stock having a Fair Market Value, as determined by the Committee, approximately equal to the amount required to be withheld, provided that the withholding rates the Company applies do not exceed the maximum statutory tax rates in the Participant’s applicable jurisdiction(s). The Participant shall be deemed to have been issued the full number of shares of Stock subject to the satisfaction Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units. The Participant will have no further rights with respect to any shares of Stock that are withheld by the Company pursuant to this provision. The Committee shall determine, in its discretion, whether cash shall be given in lieu of any fractional Restricted Stock Unit remaining after the withholding requirements are satisfied equal to the Fair Market Value of such fractional share or whether some other more administratively feasible mechanism will be utilized. The Participant also authorizes the Company and/or the Employer to withhold all applicable federal, state and local income and employment tax withholding requirements (Tax-Related Items from the “Required Withholding”). In this regard, the Employee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Required Withholding by one or a combination of the following: (i) withholding from any Participant’s wages or other cash compensation payable paid to the Employee Participant by the Company or a subsidiary; (ii) withholding Employer or from the Settlement Amount otherwise payable to the Employee (whether such Settlement Amount is payable in the form proceeds of cash or shares of Common Stock); (iii) withholding from any Dividend Equivalent Rights payable upon vesting or settlement of the Award; or (iv) arranging for the sale of shares of Common Stock otherwise deliverable to the Employee in settlement of the Award (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) and withholding the Required Withholding from the proceeds of such sale of shares of Common Stock. By execution of this AgreementFinally, the Employee Participant shall be deemed to have authorized the satisfaction of the Required Withholding by the Company as provided herein, and agrees to pay to the Company any portion amount of Tax-Related Items that the Company or Employer may be required to withhold as a result of the Required Withholding Participant’s participation in the Plan that cannot be satisfied by the means previously described. (c) Dividend equivalents paid on Restricted Stock Units are subject to applicable withholding of Tax-Related Items as described in Paragraph 6(b). (d) This Restricted Stock Unit is intended to be excepted from coverage under, or compliant with, the provisions of Section 409A of the Code, and the regulations and other guidance promulgated thereunder (“409A”). Notwithstanding the foregoing meansor any other provisions of this Agreement or the Plan to the contrary, if the Restricted Stock Unit is subject to the provisions of 409A (and not exempted therefrom), the provisions of this Agreement and the Plan shall be administered, interpreted and construed in a manner necessary to comply with 409A (or disregarded to the extent such provision cannot be so administered, interpreted or construed). If any payment or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of 409A, the Participant agrees that the Company may, without the consent of the Participant, modify this Agreement to the extent and in the manner the Company deems necessary or advisable in order either to preclude any such payment or benefit from being deemed “deferred compensation” within the meaning of 409A or to provide such payments or benefits in a manner that complies with the provisions of 409A such that they will not be subject to the imposition of taxes and/or interest thereunder. If, at the time of the Participant’s separation from service (within the meaning of 409A), (i) the Participant shall be a specified employee (within the meaning of 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of 409A) the settlement of which is required to be delayed pursuant to the six-month delay rule set forth in 409A in order to avoid taxes or penalties under 409A, then the Company shall not settle such amount on the otherwise scheduled settlement date, but shall instead settle it, without interest, on the first business day of the month after such six-month period. Notwithstanding the foregoing, the Company makes no representation and/or warranties with respect to compliance with 409A, and the Participants recognizes and acknowledges that 409A could potentially impose upon the Participant certain taxes and/or interest charges for which the Participant is and shall remain solely responsible.

Responsibility for Taxes & Withholding. (a1) The Employee acknowledges that Regardless of any action the ultimate liability for Company or the Employer takes with respect to any and or all income tax (including U.S. federal, state and local tax or taxes and/or non-U.S. taxes), social insurance, payroll tax) arising in connection with , fringe benefit tax, payment on account or other tax-related withholding (“Tax-Related Items”), the grantParticipant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant, vesting and/or settlement of this Award or deemed applicable to the Participant, even if technically due by the Company or a Subsidiary, is and remains the EmployeeParticipant’s sole responsibility. The Employee further acknowledges that Furthermore, the Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the subsequent sale of any shares of Stock acquired pursuant to this Agreement and the receipt of any dividend equivalents or dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. Further, if the Participant becomes subject to taxation in more than one country between the date the Restricted Stock Units are granted and the date of any relevant taxable or tax treatment withholding event, as applicable, the Participant 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 country. (2) The Company and/or the Employer may satisfy its obligation to withhold Tax-Related Items associated with the Restricted Stock Units by withholding a number of Restricted Stock Units or shares of Stock having a Fair Market Value, as determined by the Committee, approximately equal to the amount required to be withheld, provided that the withholding rates the Company applies do not exceed the maximum statutory tax rates in the Participant’s applicable jurisdiction(s). The Participant shall be deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award and (ii) does not commit Restricted Stock Units. The Participant will have no further rights with respect to and is under no obligation any shares of Stock that are withheld by the Company pursuant to structure any aspect of the Award to reduce or eliminate the Employee’s tax liability or achieve any particular tax result. (b) this provision. The grant and settlement of this Award Committee shall determine, in its discretion, whether cash shall be subject given in lieu of any fractional Restricted Stock Unit remaining after the withholding requirements are satisfied equal to the satisfaction Fair Market Value of such fractional share or whether some other more administratively feasible mechanism will be utilized. The Participant also authorizes the Company and/or the Employer to withhold all applicable federal, state and local income and employment tax withholding requirements (Tax-Related Items from the “Required Withholding”). In this regard, the Employee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Required Withholding by one or a combination of the following: (i) withholding from any Participant’s wages or other cash compensation payable paid to the Employee Participant by the Company or a subsidiary; (ii) withholding Employer or from the Settlement Amount otherwise payable to the Employee (whether such Settlement Amount is payable in the form proceeds of cash or shares of Common Stock); (iii) withholding from any Dividend Equivalent Rights payable upon vesting or settlement of the Award; or (iv) arranging for the sale of shares of Common Stock otherwise deliverable to the Employee in settlement of the Award (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) and withholding the Required Withholding from the proceeds of such sale of shares of Common Stock. By execution of this AgreementFinally, the Employee Participant shall be deemed to have authorized the satisfaction of the Required Withholding by the Company as provided herein, and agrees to pay to the Company any portion amount of Tax-Related Items that the Company or Employer may be required to withhold as a result of the Required Withholding Participant’s participation in the Plan that cannot be satisfied by the foregoing meansmeans previously described.

Responsibility for Taxes & Withholding. (a) The Employee acknowledges that the ultimate liability for any and all income tax (including U.S. federal, state and local tax or non-U.S. tax) arising in connection with the grant, vesting and/or settlement of this Award is and remains the Employee’s responsibility. The Employee further acknowledges that the Company (i) makes no representations or undertakings regarding the tax treatment of any aspect of the Award and (ii) does not commit to and is under no obligation to structure any aspect of the Award to reduce or eliminate the Employee’s tax liability or achieve any particular tax result. (b) The grant and settlement of this Award shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the “Required Withholding”). In this regard, the Employee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the Required Withholding by one or a combination of the following: (i) withholding from any wages or other cash compensation payable to the Employee by the Company or a subsidiary; (ii) withholding from the Settlement Amount otherwise payable to the Employee (whether such Settlement Amount is payable in the form of cash or shares of Common Stock); or (iii) withholding from any Dividend Equivalent Rights payable upon vesting or settlement of the Award; or (iv) arranging for the sale of shares of Common Stock (if any) otherwise deliverable to the Employee in settlement of the Award (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) and withholding the Required Withholding from the proceeds of such sale of shares of Common Stock. By execution of this Agreement, the Employee shall be deemed to have authorized the satisfaction of the Required Withholding by the Company as provided herein, and agrees to pay to the Company any portion of the Required Withholding that cannot be satisfied by the foregoing means.