The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units (or any portion thereof), are subject to the Grantee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any (the “Tax Withholding Obligation”). No shares of Stock will be transferred pursuant to the vesting of the Restricted Stock Units (or any portion thereof) unless and until the Grantee or the person then holding the Award has remitted to the Company an amount in cash sufficient to satisfy any federal, state, or local withholding tax requirements then due and has committed (and by accepting this Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such shares, or has made other arrangements satisfactory to the Company with respect to such taxes. The Grantee also authorizes the Company and its subsidiaries to withhold such amount from any amounts otherwise owed to the Grantee, but nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section.

Certain Tax Matters. Regardless of any action taken by the Company or, if different, the Related Entity employing the Grantee or to which the Grantee is otherwise providing services (the "Service Recipient"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee's participation in the Plan and legally applicable to the Grantee or deemed by the Company or the Service Recipient, in their discretion, to be an appropriate charge to the Grantee even if legally applicable to the Company or the Service Recipient ("Tax-Related Items") is and remains the Grantee's responsibility and may exceed the amount actually withheld, if any, by the Company or the Service Recipient. The Grantee further acknowledges that the Company and/or the Service Recipient # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SARs, including, but not limited to, the grant, vesting or exercise of the SARs and the receipt of any cash payment in settlement of the SARs; and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of the SARs to reduce or eliminate the Grantee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units (or any portion thereof), are subject to the Grantee’s promptly paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld, if any (the “Withholding Obligation”).

Certain Tax Matters. The Grantee shall be responsible for satisfying and paying all taxes arising from or due with respect to the grant or vesting of, and the delivery of shares of Stock under, this Award. The Company and its Affiliates shall have no liability or obligation relating to the foregoing.

Certain Tax Matters. No payments are intended to constitute deferred compensation subject to Section 409A of the Code, unless a Participant elects to defer a payment pursuant to a deferred compensation plan that is intended to comply with such Code Section.

Certain Tax Matters. The Parties intend that the arrangements between the Parties hereunder shall be treated as a partnership for U.S. federal and state income tax purposes only. As soon as practicable after [[Nektar:Organization]] but no later than ​, the Parties shall enter into a separate agreement that will cover tax matters (the “Tax Matters Agreement”) including provisions designating the tax representative for the partnership, governing the preparation and filing of tax returns, review of the tax returns, the Parties rights and obligations under audit and contest, document retention and other items that are customarily covered by an agreement of this type.

Tax Matters. Except to the extent contested in good faith with adequate reserves under GAAP, # each Borrower has filed all material federal and state income tax returns and other tax returns that it is required to file, # each Borrower has duly paid or fully reserved for all federal and state income Taxes and other material Taxes or installments thereof (including any interest or penalties) as and when due, which have or may become due pursuant to such returns, and # each Borrower has paid or fully reserved

Tax Matters. The Company, Bank and each Subsidiary of the Company have # filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed, and all such tax returns are true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.

Tax Matters. The Company, the Bank and each Subsidiary of the Company have # filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed, and all such tax returns are true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, # being contested in good faith by appropriate proceedings, or # would not reasonably be believed to have a Material Adverse Effect on the Company taken as a whole.

Tax Matters. The Company has made no warranties or representations to the Executive with respect to the tax consequences (including but not limited to income tax consequences) contemplated by this Agreement and/or any benefits to be provided pursuant thereto. The Executive acknowledges that there may be adverse tax consequences related to the transactions contemplated hereby and that the Executive should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Executive also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Executive.