Common use of Tax Withholding and Payment Obligations Clause in Contracts

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting, or exercise of the Option, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is is, subject to applicable law, deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. Regardless The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of any action this option or sale of shares acquired pursuant to the exercise of this option, as well as the Employee’s and, to the extent required by the Company (or Employeethe employing Affiliate), the Company’s employer (or the “Employer”employing Affiliate’s) takes fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the option and the Shares issued thereunder, and all other taxes or social insurance liabilities with respect to any which the Employee has agreed to bear responsibility (collectively, the “Tax Obligations”). These Tax Obligations may change from time to time as laws or all Tax-Related Itemsinterpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items legally due by Employee Tax Obligations is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Tax-Related Items, regarding Tax Obligations. The Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding or achieve remitting requirements related to any particular tax resultand all Tax Obligations. Further, if The Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that authorizes the Company and/or an Affiliate to withhold all applicable Tax Obligations from the Employer (or former employerEmployee’s wages. Furthermore, as applicable) the Employee agrees to pay the Company and/or an Affiliate any amount of Tax Obligations the Company and/or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, which the Employee is deemed has agreed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due bear as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the Tax Obligations of the means previously described Company and/or any Affiliate are satisfied. Further, Employee shall be bound by any additional withholding requirements included in the Notice of Grant of this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related ItemsAgreement.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from any cash compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from cash compensation due to the Employee. The Employee acknowledges that he or more she may not exercise this option unless the tax withholding obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares acquired under pursuant to the Plan and the receipt exercise of dividendsthis option, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. The Company shall assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of Shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxcollect any tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages or Employer other cash compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. Regardless of any action the Company (or Employee’s employer (the “Employer”employing Parent or Subsidiary) takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges that the Company and/or (or the Employer employing Parent or Subsidiary) (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionSAR, including the grant, vesting, or exercise of the OptionSAR, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option SAR or any aspect of the Option SAR to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee 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 jurisdiction. No payment will be made to the Employee (or his or her estate or beneficiaryestate) for an Option SARs unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee with respect to the payment of any Tax-Related Items obligations of the Company (and/or the Employer employing Parent or Subsidiary) with respect to the OptionSARs. In this regard, the Employee authorizes the Company and/or (or the Employeremploying Parent or Subsidiary) to withhold a portion of the Shares otherwise issuable in payment for the exercise of this SAR that have an aggregate market value sufficient to pay the minimum required withholding amount for Tax-Related Items, or their respective agents, at their discretion, to satisfy determined on the obligations with regard to all date that the amount for Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by be withheld is to be determined. If the Company (on Employee’s behalf pursuant to this authorization); or (cor the employing Parent or Subsidiary) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If satisfies the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposesa number of whole Shares as described herein, the Employee is deemed to have been issued the full number of Shares purchasedsubject to the SAR award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the exercise of the SAR. No fractional Shares will be withheld or issued pursuant to the exercise of this SAR and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company (or employing Parent or Subsidiary) through the Employee’s participation paycheck or other cash compensation paid to the Employee by the Company (or employing Parent or Subsidiary) except as otherwise provided herein with respect to an Employee who is an “executive officer” of the Company within the meaning of Section 402 of the Sarbanes Oxley Act of 2002 (an “Executive Officer”). With respect to an Employee who is an Executive Officer, the Employee hereby agrees to pay the Company, on or prior to the date of exercise, by cash or check an amount equal to such additional withholding unless the Company otherwise determines that withholding such amount from the Employee’s paycheck or other cash compensation in accordance with the preceding sentence would not violate Section 402 of the Sarbanes Oxley Act of 2002. Instead of or in combination with the foregoing, the Employee authorizes the Company and/or the employing Parent and/or Subsidiary, in their sole discretion, and in each case to the extent permissible under local law, to (i) sell or to arrange for the sale of Shares received as a result of the exercise of the SAR (on the Employee’s behalf and at the Employee’s discretion pursuant to the Employee’s authorization in this Agreement), with the proceeds going toward satisfaction of the Tax-Related Items, (ii) require the Employee to pay the Tax Related Items in the Planform of cash, check or other cash equivalent, and/or (iii) withhold all applicable Tax-Related Items legally payable by the Employee from the Employee’s paycheck or other cash compensation payable to the Employee by the Company (or the employing Parent or Subsidiary). The Employee shall pay to the Company (or Employer the employing Parent or Subsidiary) any amount of Tax-Related Items that the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 108. The Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver make the Shares or SAR Payment required under this Agreement if the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related ItemsItems as described in this paragraph 8. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee Director hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate Employeethe Director’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the EmployeeDirector’s participation in the Plan. Employee shall pay , the Director agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Director authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from any cash compensation due to the Director. Furthermore, the Director agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of Employeethe Director’s participation in the Plan that cannot be satisfied by one deduction from cash compensation due to the Director. The Director acknowledges that he or more she may not exercise this option unless the tax withholding obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an affiliate any amount of Tax-Related Items that taxes the Company and/or an affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described Company and/or any affiliate are satisfied. Notwithstanding the foregoing, upon exercise of the option, the Company will withhold a portion of the Shares with respect to which the Employee (or such other authorized person) has elected to exercise the option that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company as a result of the exercise of the option. No fractional Shares will be withheld or issued pursuant to the issuance of Shares; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. With respect to its executive officers (as determined by the Company), the Company will withhold an amount equal to the fair market value of two (2) Shares from the last paycheck due to such executive prior to the exercise of the option. With respect to other Employees, the Company, in its discretion, may withhold an amount equal to the fair market value of two (2) Shares from the first paycheck due to the Employee following the exercise of the option. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no Shares will be issued to the Employee (or his or her estate) unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the exercise of the option. By accepting this option, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items8.

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: : (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or or (c) withholding in Shares to be issued upon exercise of the Option; or or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the 3 Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option ("tax-related items"). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or Employee’s employer (Company's actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s 's liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s 's participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee's wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s 's participation in the Plan that cannot be satisfied by one deduction from the Employee's wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an affiliate any amount of Tax-Related Items that taxes the Company and/or an affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described Company and/or any affiliate are satisfied. Notwithstanding the foregoing, upon exercise of the option via a net exercise or stock swap transaction, the Company will withhold a portion of the Shares with respect to which the Employee (or such other authorized person) has elected to exercise the option that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company as a result of the exercise of the option. No fractional Shares will be withheld or issued pursuant to the issuance of Shares; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. With respect to its executive officers (as determined by the Company), the Company will withhold an amount equal to the fair market value of two (2) Shares from the last paycheck due to such executive prior to the exercise of the option. With respect to other Employees, the Company, in its discretion, may withhold an amount equal to the fair market value of two (2) Shares from the first paycheck due to the Employee following the exercise of the option. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no Shares will be issued to the Employee (or his or her estate) unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the exercise of the option. By accepting this option, if the Employee elects to exercise via a net exercise or stock swap transaction, then the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items8.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a1) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b2) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or an affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an affiliate any amount of Tax-Related Items that taxes the Company and/or an affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the means previously described Company and/or any affiliate are satisfied. Notwithstanding the foregoing, upon exercise of the option, the Company will withhold a portion of the Shares with respect to which the Employee (or such other authorized person) has elected to exercise the option that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company as a result of the exercise of the option. No fractional Shares will be withheld or issued pursuant to the issuance of Shares; any additional withholding necessary for this reason will be done by the Company through the Employee’s paycheck. With respect to its executive officers (as determined by the Company), the Company will withhold an amount equal to the fair market value of two (2) Shares from the last paycheck due to such executive prior to the exercise of the option. With respect to other Employees, the Company, in its discretion, may withhold an amount equal to the fair market value of two (2) Shares from the first paycheck due to the Employee following the exercise of the option. In the event that the cash amounts withheld by the Company exceed the withholding taxes that are due after the automatic withholding of whole Shares, the Company will reimburse the Employee for the excess amounts. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Employee’s paycheck, as indicated above), no Shares will be issued to the Employee (or his or her estate) unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to the exercise of the option. By accepting this option, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 108. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items9.

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.: 3

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Optionee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee 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 jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: : (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.3

Tax Withholding and Payment Obligations. As a condition to the grant, vesting and exercise of this Option and as further set forth in Sections 10.7 and 10.8 of the Plan, the, Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for any Tax-Related Items which arise upon the grant, vesting or exercise of this Option, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or Employee’s employer (the “Employer”) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company Company, or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any other Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is is, subject to Applicable Laws, deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. Regardless The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with the Option, including the grant, vesting or exercise of any action the Company Option or Employee’s employer sale of Shares acquired pursuant to the exercise of the Option (the “Employer”) takes with respect to any or all Tax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, Employee the Optionee hereby acknowledges and agrees that the ultimate liability for any and all Tax-Related Items legally due by Employee is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer Company: (a) makes no representations or undertakings undertaking regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting, vesting or exercise of the Option, Option and the subsequent sale of Shares acquired under pursuant to the Plan and exercise of the receipt of dividends, if anyOption; and and (b) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option to reduce or eliminate Employeethe Optionee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to a subsidiary must withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations as a result of the Company and/or Optionee’s participation in the Employer with respect Plan, the Optionee agrees as a condition of the grant of the Option to make arrangements satisfactory to the OptionCompany to enable it to satisfy all withholding requirements. In this regard, Employee The Optionee authorizes the Company and/or a subsidiary to withhold all applicable withholding taxes from the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from EmployeeOptionee’s wages or other cash compensation paid to Employee the Optionee by the Company and/or a subsidiary. Alternatively, or in addition, if permissible under local law, the Employer; or (b) withholding from proceeds of Company may sell or arrange for the sale of Shares acquired upon exercise of that the Option, either through a voluntary sale or through a mandatory sale arranged by Optionee is due to acquire to meet the Company (on Employee’s behalf pursuant to this authorization); or (c) minimum withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to obligation for the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequencesItems. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposesFurthermore, the Employee is deemed Optionee agrees to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer and/or a subsidiary any amount of Tax-Related Items that taxes the Company and/or a subsidiary may be required to withhold as a result of Employeethe Optionee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10Section 15. Employee The Optionee acknowledges and agrees that the Company may refuse Company’s obligation to honor issue and/or deliver any certificate for Shares upon the exercise and refuse to issue or deliver the Shares or the proceeds of the sale Option is subject to the satisfaction of Shares if Employee fails to comply with his or her obligations in connection with the all applicable Tax-Related Items.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option ("tax-related items"). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or Employee’s employer (Company's actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a1) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b2) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s 's liability for Taxregarding tax-Related Itemsrelated items. In the event the Company determines that it and/or an Affiliate must withhold or collect any tax-related items as a result of the Employee's participation in the Plan, or achieve any particular tax resultthe Employee agrees as a condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding and/or collection requirements. Further, if The Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employer (or former employerEmployee's wages. Furthermore, as applicable) the Employee agrees to pay the Company and/or an Affiliate any amount of taxes the Company and/or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due collect as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s 's participation in the Plan that cannot be satisfied by one deduction from the Employee's wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. Regardless As a condition to the grant, vesting and exercise of any action this Option and as further set forth in Sections 10.7 and 10.8 of the Company or Plan, Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, Employee’s employer (the “Employer”), and any other Affiliate) for any Tax-Related Items which arise upon the grant, vesting or exercise of this Option, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company Company, or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any other Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is is, subject to Applicable Laws, deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. Regardless As a condition to the grant, vesting and exercise of any action this Option and as further set forth in Sections 10.7 and 10.8 of the Company or Plan, Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, Employee’s employer (the “Employer”) and any other Affiliate) for any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant, vesting or exercise of this Option, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company Company, or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any other Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or and the Employer (a) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does do not commit to and is are under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee’s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that Applicable Laws may require varying Share or Option valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable eventjurisdiction, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for in relation to an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items and any other obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following, provided, however, that notwithstanding anything herein to the contrary, in the case of Section 16 Individuals, all Tax-Related Items shall only be satisfied by such procedure specifically approved by the Committee in resolutions: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is is, subject to Applicable Laws, deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.

Tax Withholding and Payment Obligations. The Company will assess its requirements regarding tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company or EmployeeCompany’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer (a1) makes no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b2) does not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxcollect any tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company or Employer to enable it to satisfy all withholding and/or collection requirements. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold or collect as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more other cash compensation paid to the Employee by the Company and/or an Affiliate. The Employee acknowledges that he or she may not exercise this option unless the tax withholding and/or collection obligations of the means previously described in this paragraph 10. Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Itemsand/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. The Company and/or an Affiliate will assess their requirements regarding tax, social security payroll tax, payment on account or other tax-related withholding in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related items”). These requirements may change from time to time as laws or interpretations change. Regardless of any action the Company Company’s or Employeethe Affiliate’s employer (actions in this regard, the “Employer”) takes with respect to any or all Tax-Related Items, Employee hereby acknowledges and agrees that the ultimate liability for any and all Taxtax-Related Items legally due by Employee related items is and remains Employee’s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges liability and that the Company and/or the Employer Affiliate (a1) makes make no representations or undertakings undertaking regarding the treatment of any Taxtax-Related Items related items in connection with any aspect of the Optionthis option grant, including the grant, vesting, vesting or exercise of the Option, this option and the subsequent sale of Shares shares acquired under pursuant to the Plan and the receipt exercise of dividends, if anythis option; and (b2) does do not commit to and is under no obligation to structure the terms of the Option grant or any aspect of the Option this option to reduce or eliminate the Employee’s liability for Taxregarding tax-Related Items, or achieve any particular tax resultrelated items. Further, if Employee has become subject to tax in more than one jurisdiction between In the date of grant and the date of any relevant taxable event, Employee acknowledges that event the Company determines that it and/or the Employer (or former employer, as applicable) may be required to an Affiliate must withhold or account for Taxany tax-Related Items in more than one jurisdiction. No payment will be made to Employee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Employee’s wages or other cash compensation paid to Employee by the Company or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchased, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due related items as a result of the Employee’s participation in the Plan. , the Employee shall pay agrees as a condition of the grant of this option to make arrangements satisfactory to the Company and/or the Affiliate to enable it to satisfy all withholding requirements and payment on account obligations. The Employee authorizes the Company and/or an Affiliate to withhold all applicable withholding taxes from the Employee’s wages or Employer other cash compensation paid to the Employee by the Company and/or by an Affiliate within legal limits. Furthermore, the Employee agrees to pay the Company and/or an Affiliate any amount of Tax-Related Items that taxes the Company and/or an Affiliate may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one deduction from the Employee’s wages or more of other cash compensation paid to the means previously described in this paragraph 10Employee by the Company and/or an Affiliate. Employee acknowledges and agrees that In addition, the Company may refuse to honor the exercise and refuse to issue also sell or deliver the Shares or the proceeds of arrange for the sale of Shares if acquired by the Employee fails to comply with his meet the withholding obligations for tax-related items, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. The Employee acknowledges that he or her she may not exercise this option unless the tax withholding obligations in connection with of the Tax-Related ItemsCompany and/or any Affiliate are satisfied.

Tax Withholding and Payment Obligations. Regardless of any action the Company or Employee’s employer the employing Parent or Subsidiary (the “Employer”) takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the OptionSAR, including the grant, vesting, or exercise of the OptionSAR, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option SAR or any aspect of the Option SAR to reduce or eliminate the Employee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee 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 jurisdiction. No payment will be made to the Employee (or his or her estate or beneficiaryestate) for an Option SARs unless and until satisfactory arrangements (as determined by the CompanyAdministrator) have been made by the Employee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the OptionSARs. In this regard, the Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding a portion of the Shares otherwise issuable in payment for the exercise of this SAR; or (b) withholding from the Employee’s wages paycheck or other cash compensation paid payable to the Employee by the Company or and/or the Employer; or (bc) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, SARs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Employee’s behalf pursuant to the Employee’s authorization in this authorizationAgreement); or (c) withholding in Shares to be issued upon exercise of the Option; or (d) surrendering already-owned Shares having a Fair Market Value equal requiring the Employee to pay the Tax-Related Items that have been held in the form of cash, check or other cash equivalent. To avoid negative accounting treatment, the Company may withhold or account for such period of time to avoid adverse accounting consequencesTax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding Sharesa number of whole Shares as described in subparagraph (a) of this paragraph 8, for tax purposes, the Employee is deemed to have been issued the full number of Shares purchasedsubject to the SAR award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Employee’s participation in the Plan. No fractional Shares will be withheld or issued pursuant to the exercise of this SAR and the issuance of Shares thereunder; any additional withholding necessary for this reason will be done by the Company or Employer through the Employee’s paycheck or other cash compensation paid to the Employee by the Company or Employer except as otherwise provided herein with respect to an Employee who is an “executive officer” of the Company within the meaning of Section 402 of the Sarbanes Oxley Act of 2002 (an “Executive Officer”). With respect to an Employee who is an Executive Officer, the Employee hereby agrees to pay the Company, on or prior to the date of exercise, by cash or check an amount equal to such additional withholding unless the Company otherwise determines that withholding such amount from the Employee’s paycheck or other cash compensation in accordance with the preceding sentence would not violate Section 402 of the Sarbanes Oxley Act of 2002. In the event that any cash amounts withheld by the Company exceed the Tax-Related Items that are due after withholding of whole Shares, the Company or the Employer will reimburse the Employee for the excess amounts. The Employee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Employee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this paragraph 108. The Employee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver make a SAR payment pursuant to this Agreement if the Shares or the proceeds of the sale of Shares if Employee fails to comply with his or her obligations in connection with the Tax-Related Items.