Common use of Withholding Taxes and Stock Withholding Clause in Contracts

Withholding Taxes and Stock Withholding. Regardless of any action the Company or Awardee’s actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grant, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of this Option to reduce or eliminate Awardee’s liability for Tax-Related Items. Awardee acknowledge that if Awardee is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise of this Option, Awardee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Awardee authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Awardee when Awardee exercises this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf and Awardee hereby authorizes such sales by this authorization), (c) Awardee’s payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of this Option exercise, will be applied as a credit against the withholding taxes. Awardee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s purchase of Shares that cannot be satisfied by the means previously described. Finally, Awardee acknowledge that the Company has no obligation to deliver Shares to Awardee until Awardee has satisfied the obligations in connection with the Tax-Related Items as described in this Section.

Withholding Taxes and Stock Withholding. Regardless of any action the Company or Awardee’s your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee you is and remains Awardee’s your responsibility and that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grantthe award, including the grant, vesting or exercise settlement of this Optionthe RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends; and (b2) do not commit to structure the terms of the grant award or any aspect of this Option the RSUs to reduce or eliminate Awardee’s your liability for Tax-Related Items. Awardee You acknowledge that if Awardee is you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the settlement of this Optionyour RSUs, Awardee you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Awardee you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee you from Awardee’s your wages or other cash compensation paid to Awardee you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Awardee you when Awardee exercises this Optionyour RSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s your behalf and Awardee you hereby authorizes authorize such sales by this authorization), (c) Awardee’s your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of this Option exercisewhen taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. Awardee You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s your participation in the Plan or Awardee’s your purchase of Shares that cannot be satisfied by the means previously described. Finally, Awardee you acknowledge that the Company has no obligation to deliver Shares to Awardee you until Awardee has you have satisfied the obligations in connection with the Tax-Related Items as described in this Section.

Withholding Taxes and Stock Withholding. Regardless of any action the Company or Awardee’s the Subsidiary or affiliate that is your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee you is and remains Awardee’s your responsibility and that the Company and/or the Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grantthe award, including the grant, vesting or exercise settlement of this Optionthe RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends; and (b2) do not commit to structure the terms of the grant award or any aspect of this Option the RSUs to reduce or eliminate Awardee’s your liability for Tax-Related Items. Awardee You acknowledge that if Awardee is you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the settlement of this Optionyour RSUs, Awardee you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Awardee you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee from Awardee’s wages or other cash compensation paid to Awardee by the Company and/or the Employeryou. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Awardee when Awardee exercises this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s your behalf and Awardee you hereby authorizes authorize such sales by this authorization), (c) Awardee’s payment of a cash amount, or (db) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives shall be through a mandatory sale under (a)-(da) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of this Option exercise, will be applied as a credit against the withholding taxes. Awardee You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s your participation in the Plan or Awardee’s your purchase of Shares that cannot be satisfied by the means previously described. Finally, Awardee you acknowledge that the Company has no obligation to deliver Shares to Awardee you until Awardee has you have satisfied the obligations in connection with the Tax-Related Items as described in this Section. In this regard, you authorize the Company to instruct the broker whom it has selected for this purpose to sell a number of Shares to be issued upon the vesting of your RSUs to meet the withholding obligation for Tax-Related Items. Such sales shall be effected at the prevailing market price on the 1st or 2nd Trading Day following the date that the RSUs vest. You acknowledge that the proceeds of any such sale may not be sufficient to satisfy your withholding obligation for Tax-Related Items. To the extent the proceeds from such sale are insufficient to cover the Tax-Related Items, the Company may in its discretion (a) withhold the balance of all applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company and/or (b) withhold in Shares, provided that the Company only withholds an amount of shares not in excess of the amount necessary to satisfy the minimum withholding amount. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, you are deemed to have been issued the full number of shares subject to the award of RSUs, 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 vesting of the RSUs.

Withholding Taxes and Stock Withholding. Regardless of any action the Company and/or the subsidiary or Awardee’s actual employer (the “Employer”) affiliate employing you or for which you are providing consulting services to takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee you is and remains Awardee’s your responsibility and that the Company and/or the Employer its subsidiary or affiliate (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grantAward, including the grant, vesting or exercise settlement of this Optionthe Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends; and (b2) do does not commit to structure the terms of the grant this Award or any aspect of this Option the Restricted Stock Units to reduce or eliminate Awardee’s your liability for Tax-Related Items. Awardee acknowledge that if Awardee is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the settlement of this Optionyour Restricted Stock Units, Awardee you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer subsidiary or affiliate to satisfy all withholding and payment on account obligations of the Company and/or the Employersubsidiary or affiliate. In this regard, Awardee if such withholding is legally required, you authorize the Company and/or the Employer subsidiary or affiliate to withhold all any applicable Tax-Related Items legally payable by Awardee you from Awardee’s your wages or other cash compensation paid to Awardee you by the Company and/or the Employersubsidiary or affiliate. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Awardee you when Awardee exercises this Optionyour Restricted Stock Units are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s your behalf and Awardee hereby authorizes such sales by pursuant to this authorization), or (c) Awardee’s payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value fair market value of these Shares, determined as of the effective date of this Option exercisewhen taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. Awardee Finally, you shall pay to the Company or the Employer subsidiary or affiliate any amount of Tax-Related Items that the Company or the Employer subsidiary or affiliate may be required to withhold as a result of Awardee’s participation in the Plan or Awardee’s purchase your acquisition of Shares that cannot be satisfied by the means previously described. Finally, Awardee acknowledge that the The Company has no obligation may refuse to deliver the Shares if you fail to Awardee until Awardee has satisfied the comply with your obligations in connection with the Tax-Related Items as described in this Sectionsection, and your rights to the Shares shall be forfeited if you do not comply with such obligations on or before December 31 of the calendar year in which the applicable settlement date for the Restricted Stock Units occurs.

Withholding Taxes and Stock Withholding. Regardless of any action the Company or AwardeeParticipant’s actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Awardee Participant is and remains AwardeeParticipant’s responsibility and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this the Option grant, including the grant, vesting or exercise of this the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of this the Option to reduce or eliminate AwardeeParticipant’s liability for Tax-Related Items. Awardee acknowledge that if Awardee is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise of this the Option, Awardee Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Awardee authorize Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee Participant from AwardeeParticipant’s wages or other cash compensation paid to Awardee Participant by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (ai) withholding Shares that otherwise would be issued to Awardee Participant when Awardee Participant exercises this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (bii) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on AwardeeParticipant’s behalf and Awardee hereby authorizes such sales by pursuant to this authorization), (c) Awardee’s payment of a cash amount, or (div) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of this the Option exercise, will be applied as a credit against the withholding taxes. Awardee Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of AwardeeParticipant’s participation in the Plan or AwardeeParticipant’s purchase of Shares that cannot be satisfied by the means previously described. Finally, Awardee acknowledge that The Company may refuse to honor the Company has no obligation exercise and refuse to deliver the Shares if Participant fails to Awardee until Awardee has satisfied the comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section.

Withholding Taxes and Stock Withholding. Regardless of any action the Company and/or the Subsidiary or Awardee’s actual employer Affiliate employing you (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee you is and remains Awardee’s your responsibility and that the Company and/or the your Employer (a1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Shares received under this Option grantAward, including the grant, award or vesting or exercise of this Optionsuch Shares, the subsequent sale of Shares acquired pursuant to such exercise under this Award and the receipt of any dividends; and (b2) do not commit to structure the terms of the grant or any aspect of this Option award to reduce or eliminate Awardee’s your liability for Tax-Related Items. Awardee acknowledge that if Awardee is subject No stock certificates will be released to Taxyou or no notations on any Restricted Shares issued in book-Related Items in more than one jurisdictionentry form will be removed, the Company and/or the Employer may be required to withhold as applicable, unless you have paid or account for Tax-Related Items in more than one jurisdiction. Prior to exercise of this Option, Awardee shall pay or make made adequate arrangements satisfactory to the Company and/or the your Employer to satisfy all withholding and payment on account obligations of the Company and/or the your Employer. In this regard, Awardee you authorize the Company and/or the your Employer to withhold all applicable Tax-Related Items legally payable by Awardee you from Awardee’s your wages or other cash compensation paid to Awardee you by the Company and/or the your Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued delivered to Awardee you when Awardee exercises this Option, provided that the Company only withholds they vest having a Fair Market Value equal to the amount of Shares necessary to satisfy the minimum statutory withholding amountmaximum legally required tax withholding, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s your behalf and Awardee hereby authorizes such sales by pursuant to this authorization), or (c) Awardee’s payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding eventCommittee. The Fair Market Value of these the Shares, determined as of the effective date of this Option exercisewhen taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. Awardee shall Finally, you will pay to the Company or the your Employer any amount of Tax-Related Items that the Company or the your Employer may be required to withhold as a result of Awardee’s your participation in the Plan or Awardee’s purchase your acquisition of Shares that cannot be satisfied by the means previously described. Finally, Awardee acknowledge that the The Company has no obligation may refuse to deliver the Shares if you fail to Awardee until Awardee has satisfied the comply with your obligations in connection with the Tax-Related Items as described in this Sectionsection. Restrictions on Resale You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.

Withholding Taxes and Stock Withholding. Regardless of any action the Company or Awardee’s actual employer (the “youractual employer(the Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due by Awardee you is and remains Awardee’s your responsibility and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grantthe award, including the grant, vesting or exercise settlement of this Optionthe RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends; and (b) do not commit to structure the terms of the grant award or any aspect of this Option the RSUs to reduce or eliminate Awardee’s your liability for Tax-Related Items. Awardee You acknowledge that if Awardee is you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise of this Optionany relevant taxable or tax withholding event, Awardee as applicable, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Awardee you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee you from Awardee’s your wages or other cash compensation paid to Awardee you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (a) withholding Shares that otherwise would be issued to Awardee you when Awardee exercises this Optionyour RSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (b) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s behalf yourbehalf and Awardee you hereby authorizes authorize such sales by this authorization), (c) Awardee’s your payment of a cash amount, or (d) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Awardee you are a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (a)-(d) above, and the Committee shall establish the method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of this Option exercisewhen taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. Awardee You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s your participation in the Plan or Awardee’s your purchase of Shares that cannot be satisfied by the means previously described. Finally, Awardee you acknowledge that the Company has no obligation to deliver Shares to Awardee you until Awardee has you have satisfied the obligations in connection with the Tax-Related Items as described in this Section. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, youare deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding.

Withholding Taxes and Stock Withholding. Regardless of any action the Company or Awardee’s your actual employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Awardee acknowledges you acknowledge that the ultimate liability for all Tax-Related Items legally due required to be paid by Awardee you is and remains Awardee’s your responsibility and that the Company and/or the Employer (ai) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option grantthe award, including the grant, vesting or exercise settlement of this Optionthe RSUs, the subsequent sale of Shares acquired pursuant to such exercise settlement and the receipt of any dividends; and (bii) do not commit to structure the terms of the grant award or any aspect of this Option the RSUs to reduce or eliminate Awardee’s your liability for Tax-Related Items. Awardee You acknowledge that if Awardee is you are subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to exercise the settlement of this Optionthe RSUs, Awardee you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Awardee you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Awardee you from Awardee’s your wages or other cash compensation paid to Awardee you by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (ai) withholding Shares that otherwise would be issued to Awardee you when Awardee exercises this Optionthe RSUs are settled, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amountamount (the Fair Market Value of the Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, shall be applied as a credit against the withholding taxes), (bii) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Awardee’s your behalf and Awardee you hereby authorizes authorize such sales by this authorization), (ciii) Awardee’s your payment of a cash amount, or (div) any other arrangement approved by the Company; all under such rules as may be established by the Committee and in compliance with the Company’s Xxxxxxx Xxxxxxx Policy and 10b5-1 Trading Plan Policyxxxxxxx xxxxxxx policy in effect at such time; provided, if applicable; provided however, that if Awardee you are a subject to Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives –i) - (a)-(div) above, and the Committee shall establish the such method prior to the Tax-Related Items withholding event. The Fair Market Value of these Shares, determined as of the effective date of this Option exercise, will be applied as a credit against the withholding taxes. Awardee You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Awardee’s your participation in the Plan or Awardee’s purchase your receipt of Shares that cannot be satisfied by the means previously described. Finally, Awardee you acknowledge that the Company has no obligation to deliver Shares to Awardee you until Awardee has you have satisfied the obligations in connection with the Tax-Related Items as described in this SectionSection 9.