Common use of Tax Liability of the Participant and Payment of Taxes Clause in Contracts

Tax Liability of the Participant and Payment of Taxes. (a) The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to an Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. (b) The Participant agrees that the Participant will owe taxes on each vesting date on the portion of an Award that vests on the vesting date. Prior to the vesting date, the Participant may elect (through the website of the broker designated by the Company) to either pay such taxes in cash (through the payment of a check or wire transfer) or through a “Sell to Cover Taxes”, in which the broker designated by the Company sells on the Participant’s behalf a whole number of shares of Common Stock from the shares issuable to the Participant on each vesting date to generate cash proceeds sufficient to satisfy such taxes. In the event of a Sell to Cover Taxes, the Participant will be responsible for all broker’s fees and other costs of sale. If the Participant either (i) elects to pay the taxes in cash and does not pay the taxes to the Company on or prior to the vesting date, or (ii) does not make a tax election on or prior to the vesting date, the Participant will be deemed to have elected to Sell to Cover Taxes. In the event of a Sell to Cover Taxes under the preceding sentence, the sale will be effected by the Company’s designated broker within a reasonable period of time after the vesting date and the Participant will be solely responsible for any additional tax obligations that result from the sale. Neither the Company nor the broker designated by the Company will guarantee any particular sale price in a Sell to Cover Taxes.

Tax Liability of the Participant and Payment of Taxes. (a) The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to an Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility. (b) The Participant agrees that the Participant will owe taxes on each vesting date on the portion of an Award that which vests on the vesting date. . (c) Prior to the vesting date, the Participant may elect (through the website of the broker designated by the Company) to either pay such taxes in cash (through the payment of a check or wire transfer) or through a “Sell to Cover Taxes”, in which the broker designated by the Company sells on the Participant’s behalf a whole number of shares of Common Stock from the shares issuable to the Participant on each vesting date to generate cash proceeds sufficient to satisfy such taxes. In the event of a Sell to Cover Taxes, the Participant will be responsible for all broker’s fees and other costs of sale. If the Participant either (i) elects to pay the taxes in cash and does not pay the taxes to the Company on or prior to the vesting datedeadline for making such payment, or (ii) does not make a tax election on or prior to the vesting datedeadline for making such an election, the Participant will be deemed to have elected to Sell to Cover Taxes. In the event of a Sell to Cover Taxes under the preceding sentence, the sale will be effected by the Company’s designated broker within a reasonable period of time after the vesting date and the Participant will be solely responsible for any additional tax obligations that result from the sale. Neither the Company nor the broker designated by the Company will guarantee any particular sale price in a Sell to Cover Taxes.