Common use of Recovery of Tax Clause in Contracts

Recovery of Tax. In any case where any company or person is obliged to account or could suffer a disadvantage should it not account:- (i) for any tax (or similar liability) in any jurisdiction; and/or (ii) for any social security contribution (or similar liability) in any jurisdiction (including any secondary Class 1 National Insurance contributions that the Employee has agreed to pay or assumed the liability to pay pursuant to section 5(a) above), by virtue of the Options (whether pursuant to their exercise, the acquisition or holding of Common Stock acquired pursuant to the Options or otherwise) (together, the “Tax Liability”) the exercise of the Options shall be conditional upon the Employee either:- (iii) making a payment to that company or person of an amount equal to the Tax Liability; or (iv) entering into arrangements with that company or person to secure that such a payment is made. Such arrangements to include, but not be limited to, the Company selling a sufficient number of Common Stock acquired on the exercise of an Option on the Employee’s behalf and retaining an amount equal to the Tax Liability due from the proceeds.