The Participant must pay the Company upon its demand the amount equal to its liability, if any, for the withholding of federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the Participant’s exercise of the Option or otherwise in connection with the Option. The Participant must pay these withholding obligations in cash or by a sale to cover. If, on the date of exercise, the Participant is an executive officer, the Participant must pay these withholding tax obligations in cash, by Stock withholding, or, solely in connection with any 10b5-1 plan approved by the company or as required by local law, a sale to cover. Non-U.S. Participants see applicable Non-U.S. Participant Exhibit for special rules.