Grouped Into 15 Collections of Similar Clauses From Business Contracts
This page contains Payment of Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Payment of Taxes. The Company may require you to pay to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company to withhold from the shares of Stock to be issued to you under this Agreement the num...ber of shares necessary to satisfy the Company's obligation to withhold taxes, which determination will be based on the shares' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request.View More
Payment of Taxes. The Company may require you to pay to the Company (or an Affiliate of the Company's Subsidiary Company if you are an employee of a Subsidiary an Affiliate of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) Affiliate's) current or future obligation withholding with respect to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, withholding (and to the extent permissibl...e pursuant to Rule 16b-3 under the Exchange Act, if applicable), you may (a) direct the Company to withhold from the shares of Stock Units to be issued to you under this Agreement the number of shares Units necessary to satisfy the Company's obligation to withhold withholding of such taxes, which determination will be based on the shares' Units' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock Units sufficient to satisfy the Company's tax withholding obligations, withholding, based on the shares' Units' Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). withholding. If you desire to elect to use the stock unit withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), prescribes and the maximum number of shares of Stock Units that may be so withheld or surrendered shall be the a number of shares of Stock Units that have an aggregate Fair Market Value on the date of withholding or repurchase equal of up to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for you in your relevant federal, state, foreign and/or local tax purposes, jurisdiction, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award the Award. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), (a) or (d). (b). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock Units withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, withholding, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request. View More
Payment of Taxes. The Company may from time to time require you to pay to the Company (or the Company's Subsidiary an Affiliate if you are an employee of a Subsidiary of an Affiliate) the Company), an amount that the Company deems necessary to satisfy the Company's or its (or its Subsidiary's) Affiliate's current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect 8 to any required tax withholding, you may (a) direct unless another a...rrangement is permitted by the Company to in its discretion, the Company shall withhold from the shares of Common Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company's obligation to withhold taxes, which that determination will to be based on the shares' Fair Market Value at the time as of which such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company's tax withholding obligations, based on the shares' Fair Market Value at the time such determination is made; (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), or (d). made. In the event the Company subsequently determines that the aggregate Fair Market Value of the any shares of Common Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must shall pay to the Company, in cash, immediately upon the Company's request, the amount of that deficiency immediately upon the Company's request. deficiency. View More
Payment of Taxes. The Company Company, or with respect to 102 Awards, the Trustee, may require you to pay to the Company (or the Company's Subsidiary Affiliate if you are an employee of a Subsidiary an Affiliate of the Company), Company or the Trustee for 102 Awards), an amount the Company deems necessary to satisfy its (or its Subsidiary's) Affiliate's or the Trustee's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to ...any required tax withholding, withholding and to the extent permissible pursuant to Rule 16b-3 under the Exchange Act, you may (a) direct the Company to withhold from the shares of Stock Shares to be issued to you under this Agreement the number of shares Shares necessary or appropriate to satisfy the Company's obligation to withhold taxes, which determination will be based on the shares' Shares' Fair Market Value at the time such determination is made; (b) deliver to the Company shares of Stock Shares sufficient to satisfy the Company's tax withholding obligations, based on the shares' Shares' Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations; or (d) satisfy such tax withholding through any combination of (a), (b) and (c). obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. If such tax obligations are satisfied under subparagraph (a) or (b), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a), (b), (a) or (d). (b). In the event the Company determines that the aggregate Fair Market Value of the shares of Stock Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company's request. 2 8. Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. View More
Payment of Taxes. The Company or any of its Affiliates employing you has the authority and the right to deduct or withhold, or require you to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including your FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or payment of this Award. With respect to such withholding, the employer may satisfy the tax withholding requirement by withholding Shares having a Fair Mar...ket Value as of the date that the amount of tax to be withheld is to be determined as nearly equal as possible to the total minimum statutory tax required to be withheld. The obligations of the Company under this Award Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to you.View More
Payment of Taxes. The Company or any of its Affiliates Affiliate employing you Grantee has the authority and the right to deduct or withhold, or require you Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including your Grantee's FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or payment of this Award. award. With respect to such withholding, withholding required upon any taxable event arising a...s a result of this award, to the extent the Committee determines that the Confirmed Performance Share Units will be paid in shares of Common Stock, the employer may satisfy the tax withholding requirement required by withholding Shares shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company under this Award Agreement will be conditional on such payment or arrangements, and the Company, Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to you. Grantee. View More
Payment of Taxes. The Company or any of its Affiliates employing you has the authority and the right to deduct or withhold, or require you to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including your FICA obligation) obligation), domestic or foreign, required by law to be withheld with respect to any taxable event arising as a result of the vesting or payment of this Award. With respect to such withholding, the employer may satisfy the tax withholding requirement by wi...thholding Shares having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined as nearly equal as possible to the total minimum statutory tax amount required to be withheld. withheld in accordance with applicable tax requirements, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Award Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates Company will, to the extent permitted by law, have the right to deduct in cash or Shares any such taxes from any payment of any kind otherwise due to you. View More
Payment of Taxes. The Company or any of its Affiliates Affiliate employing you Grantee has the authority and the right to deduct or withhold, or require you Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including your Grantee's FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or payment of this Award. award. With respect to such withholding, withholding required upon any taxable event arising a...s a result of this award, the employer may shall satisfy the tax withholding requirement required by withholding Shares shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined as nearly equal as possible to the total minimum statutory amount of tax required to be withheld. The obligations of the Company under this Award Agreement will be conditional on such payment or arrangements, and the Company, 5 Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to you. Grantee. View More
Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee's gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount.... The Committee may permit Grantee to surrender to the Company a number of Shares from this Award as necessary to pay the minimum applicable withholding tax obligation. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.View More
Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. Grantee will, no later than the date as of which any amount related to the Shares Units first becomes includable in Grantee's gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind (including Grantee's FICA obligation) required by law... to be withheld with respect to such amount. The Committee may permit Grantee to surrender to the Company a number of Shares from this Award as necessary to pay the minimum applicable withholding tax obligation. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee. View More
Payment of Taxes. Upon (a) The Grantee upon issuance of the Shares hereunder, Grantee may shall be authorized to make an election to be taxed upon such award under Section 83(b) of the Code. To effect such election, the Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable Treasury Regulations. (b) The Grantee will, no later than the date as of which any amount related to the Shares first becomes inc...ludable in the Grantee's gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required or permitted by law to be withheld with respect to such amount. The Committee For the avoidance of doubt, the Grantee may permit Grantee to surrender to satisfy such payment by permitting the Company a to reduce the number of Shares from this Award as necessary to pay the minimum applicable withholding tax obligation. issued. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee. Restricted Stock Agreement -- Grantee [DATE]- 13. Grantee's Covenant. The Grantee hereby agrees to use his best efforts to provide services to the Company in a workmanlike manner and to promote the Company's interests. View More
Payment of Taxes. Upon issuance No later than 30 days after the date of grant of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee's gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by l...aw to be withheld with respect to such amount. The Committee may permit Grantee to surrender to the Company a number of Shares from this Award as necessary to pay the minimum applicable withholding tax obligation. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee. The withholding requirement may be satisfied, in whole or in part, at the election of the Company, by allowing Grantee to surrender to the Company a number of Shares from this Award having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Company establishes. View More
Payment of Taxes. To the extent that the exercise of this Option or the disposition of Units acquired by exercise of this Option results in compensation income or wages to you for Federal, state or local tax purposes that are subject to withholding requirements, you shall deliver to the General Partner at the time of such exercise or disposition such amount of money as the General Partner may require to meet its withholding obligation under applicable tax laws or regulations. You may satisfy such tax withholding ...obligation (i) in cash (including by certified check, bank draft or money order, or wire transfer of immediately available funds); or (ii) in the Committee's discretion and on such terms as the Committee approves: (A) by delivering or constructively tendering by means of attestation whereby you identify for delivery specific duly endorsed Units having a Fair Market Value equal to the aggregate withholding obligation (provided that any Units used for this purpose must have been held by you for such minimum period of time, if any, as may be established from time to time by the Committee), (B) by notice of net issuance including a statement directing the Partnership to retain from transfer the number of Units with a Fair Market Value equal to the aggregate withholding obligation, in 4 which case the Option will be surrendered and cancelled with respect to the number of Units retained by the Partnership, or (C) to the extent permissible under applicable law, through delivery of irrevocable instructions to a broker to sell a sufficient number of the Units being exercised to cover the aggregate withholding obligation and delivery to the General Partner on behalf of the Partnership (on the same day that the Units issuable upon exercise are delivered) of the amount of sale proceeds required to pay the aggregate withholding obligation; or (iii) any combination of the foregoing. In the event the Committee subsequently determines that the amount paid or withheld as payment of any tax withholding obligations is insufficient to discharge the tax withholding obligation, you will be required to pay to the General Partner, immediately upon the Committee's request, the amount of that deficiency.View More
Payment of Taxes. To the extent that the exercise settlement of this Option Award or the disposition of Units acquired by exercise vesting of this Option Award results in compensation income or wages to you for Federal, federal, state or local tax purposes that are subject to withholding requirements, you shall deliver to the General Partner at the time of such exercise settlement or disposition such amount of money as the General Partner may require to meet its withholding obligation under applicable tax laws or... regulations. You may satisfy such tax withholding obligation (i) in cash (including by certified check, bank draft or money order, or wire transfer of immediately available funds); or (ii) in the Committee's discretion and on such terms as the Committee approves: (A) by delivering or constructively tendering by means of attestation whereby you identify for delivery specific duly endorsed Units having a Fair Market Value equal to the aggregate withholding obligation (provided that any Units used for this purpose must have been held by you for such minimum period of time, if any, as may be established from time to time by the Committee), (B) by notice of net issuance including a statement directing the Partnership to retain from transfer the number of Units with a Fair Market Value equal to the aggregate withholding obligation, in 4 which case the Option Award will be surrendered and cancelled with respect to the number of Units retained by the Partnership, or (C) to the extent permissible under applicable law, through delivery of irrevocable instructions to a broker to sell a sufficient number of the Units being exercised settled to cover the aggregate withholding obligation and delivery to the General Partner on behalf of the Partnership (on the same day that the Units issuable upon exercise vesting are delivered) of the amount of sale proceeds required to pay the aggregate withholding obligation; or (iii) any combination of the foregoing. In the event the Committee subsequently determines that the amount paid or withheld as payment of any tax withholding obligations is insufficient to discharge the tax withholding obligation, you will be required to pay to the General Partner, immediately upon the Committee's request, the amount of that deficiency. No Units will be transferred to you pursuant to Section 4(c) until the full amount of any required tax withholding obligation has been received by the General Partner. 4 7. Nonqualified Deferred Compensation Rules. The intent of the parties is that the Award and related rights under this Agreement will be exempt under Section 409A of the Code and the 409A Regulations as a short-term deferral and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event the Award is subject to Section 409A, the General Partner, the Partnership and you shall take commercially reasonable efforts to reform or amend any provision hereof to the extent it is reasonably determined that such provision would or could reasonably be expected to cause you to incur any additional tax or interest under Section 409A or the 409A Regulations to try to comply with the requirements of Section 409A and the 409A Regulations through good faith modifications, in any case, to the minimum extent reasonably appropriate to conform with such requirements; provided, that any such modification shall not increase the cost or liability to the General Partner or the Partnership. To the extent that any provision hereof is modified in order to comply with Section 409A and the 409A Regulations, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the General Partner, the Partnership and you of the applicable provision without violating the provisions of Section 409A and the 409A Regulations. Notwithstanding the foregoing provisions of this Section 7, you are responsible for any and all taxes (including any taxes imposed under Section 409A of the Code) associated with the grant or vesting of, or otherwise with respect to, the Award and matters related thereto. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment. View More
Payment of Taxes. To the extent that the exercise of this Option or the disposition of Units acquired by exercise of this Option results in compensation income or wages to you for Federal, state or local tax purposes that are subject to withholding requirements, you shall deliver to the General Partner at the time of such exercise or disposition such amount of money as the General Partner may require to meet its withholding obligation under applicable tax laws or regulations. You may satisfy such tax withholding ...obligation (i) in cash (including by certified check, bank draft or money order, or wire transfer of immediately available funds); or (ii) in the Committee's discretion and on such terms as the Committee approves: (A) by delivering or constructively tendering by means of attestation whereby you identify for delivery specific duly endorsed Units having a Fair Market Value equal to the aggregate withholding obligation (provided that any Units used for this purpose must have been held by you for such minimum period of time, if any, as may be established from time to time by the Committee), (B) by notice of net issuance including a statement directing the Partnership to retain from transfer the number of Units with a Fair Market Value equal to the aggregate withholding obligation, in 4 which case the Option will be surrendered and cancelled with respect to the number of Units retained by the Partnership, or (C) to the extent permissible under applicable law, through delivery of irrevocable instructions to a broker to sell a sufficient number of the Units being exercised to cover the aggregate withholding obligation and delivery to the General Partner on behalf of the Partnership (on the same day that the Units issuable upon exercise are delivered) of the amount of sale proceeds required to pay the aggregate withholding obligation; or (iii) any combination of the foregoing. In the event the Committee subsequently determines that the amount paid or withheld as payment of any tax withholding obligations is insufficient to discharge the tax withholding obligation, you will be required to pay to the General Partner, immediately upon the Committee's request, the amount of that deficiency. 4 7. Nonqualified Deferred Compensation Rules. The intent of the parties is that the Option and related rights under this Agreement comply with Section 409A of the Code and the 409A Regulations and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The General Partner, the Partnership and you shall take commercially reasonable efforts to reform or amend any provision hereof to the extent it is reasonably determined that such provision would or could reasonably be expected to cause you to incur any additional tax or interest under Section 409A or the 409A Regulations to try to comply with the requirements of Section 409A and the 409A Regulations through good faith modifications, in any case, to the minimum extent reasonably appropriate to conform with such requirements; provided, that any such modification shall not increase the cost or liability to the General Partner or the Partnership. To the extent that any provision hereof is modified in order to comply with Section 409A and the 409A Regulations, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the General Partner, the Partnership and you of the applicable provision without violating the provisions of Section 409A and the 409A Regulations. Notwithstanding the foregoing provisions of this Section 7, you are responsible for any and all taxes (including any taxes imposed under Section 409A of the Code) associated with the grant or exercise of, or otherwise with respect to, the Option and matters related thereto. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate payment. View More
Payment of Taxes. To the extent that the exercise of this Option or the disposition of Units acquired by exercise of this Option results in compensation income or wages to you for Federal, federal, state or local tax purposes that are subject to withholding requirements, you shall deliver to the General Partner at the time of such exercise or disposition such amount of money as the General Partner may require to meet its withholding obligation under applicable tax laws or regulations. You may satisfy such tax wit...hholding obligation (i) in cash (including by certified check, bank draft or money order, or wire transfer of immediately available funds); or (ii) in the Committee's Administrator's discretion and on such terms as the Committee Administrator approves: (A) by delivering or constructively tendering by means of attestation whereby you identify for delivery specific duly endorsed Units having a Fair Market Value equal to the aggregate withholding obligation (provided that any Units used for this purpose must have been held by you for such minimum period of time, if any, as may be established from time to time by the Committee), Administrator), (B) by notice of net issuance including a statement directing the Partnership to retain from transfer the number of Units with a Fair Market Value equal to the aggregate withholding obligation, in 4 which case the Option will be surrendered and cancelled with respect to the number of Units retained by the Partnership, or (C) to the extent permissible under applicable law, through delivery of irrevocable instructions to a broker to sell a sufficient number of the Units being exercised to cover the aggregate withholding obligation and delivery to the General Partner on behalf of the Partnership (on the same day that the Units issuable upon exercise are delivered) of the amount of sale proceeds required to pay the aggregate withholding obligation; or (iii) any combination of the foregoing. In the event the Committee Administrator subsequently determines that the amount paid or withheld as payment of any tax withholding obligations is insufficient to discharge the tax withholding obligation, you will be required to pay to the General Partner, immediately upon the Committee's Administrator's request, the amount of that deficiency. No Units will be transferred to you pursuant to Section 4(e) until the Exercise Price and the full amount of any required tax withholding obligation has been received by the General Partner. View More
Payment of Taxes. The Optionholder shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the exercise of this O...ption, valued at their Fair Market Value on the date of delivery. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionholder. EX-10.15 13 d401292dex1015.htm EX-10.15 EX-10.15 Exhibit 10.15 Notice of Grant of Stock Options and Option Agreement Enanta Pharmaceuticals, Inc. ID: 04-3205099 500 Arsenal Street Watertown, MA 02472 [Name of Optionholder] Option Number: [-] [Address of Optionholder] Plan: 2012 [City, State, Postal Code of Optionholder] Effective [-], you (the Optionholder) have been granted a(n) Non-Qualified Stock Option to buy [-] shares of Enanta Pharmaceuticals, Inc. (the Company) stock at $[-] per share. The total option price of the shares granted is $[-]. Shares in each period will become fully vested on the date shown. Shares Vest Type Full Vest Expiration Date [-] [-] [-] [-] This option shall not be treated as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. This notice, together with the accompanying Enanta Pharmaceuticals, Inc. 2012 Equity Incentive Plan Nonstatutory Stock Option Terms And Conditions (the Terms and Conditions), as well as the Enanta Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the Plan) incorporated by reference into the Terms and Conditions, constitute the entire agreement between you and the Company regarding this option. By your signature and the Company's signature below, you and the Company agree to the terms of this option, the Terms and Conditions and the Plan. Enanta Pharmaceuticals, Inc. Date [Name of Optionholder] Date Date: [-] Time: [-] ENANTA PHARMACEUTICALS, INC. 2012 EQUITY INCENTIVE PLAN Nonstatutory Stock Option Terms And Conditions 1. Plan Incorporated by Reference. This Option is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Company.View More
Payment of Taxes. The Optionholder shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the exercise of this O...ption, valued at their Fair Market Value on the date of delivery. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionholder. EX-10.15 13 d401292dex1015.htm EX-10.15 EX-10.15 EX-10.16 16 d816226dex1016.htm EX-10.16 EX-10.16 Exhibit 10.15 10.16 Notice of Grant of Stock Options and Option Agreement Enanta Pharmaceuticals, Gelesis, Inc. ID: 04-3205099 20-4909933 500 Arsenal Street Watertown, Boylston Street, Suite 1600 Boston, MA 02472 02116 [Name of Optionholder] Option Number: [-] [Address of Optionholder] Plan: 2012 2015 [City, State, Postal Code of Optionholder] Effective [-], you (the Optionholder) have been granted a(n) Non-Qualified Stock Option to buy [-] shares of Enanta Pharmaceuticals, Gelesis, Inc. (the Company) common stock at $[-] per share. The total option price of the shares granted is $[-]. Shares in each period will become fully vested on the date shown. Shares Vest Type Full Vest Expiration Date [-] [-] [-] [-] This option shall not be treated as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. This notice, together with the accompanying Enanta Pharmaceuticals, Gelesis, Inc. 2012 2015 Equity Incentive Plan Nonstatutory Stock Option Terms And Conditions (the Terms and Conditions), as well as the Enanta Pharmaceuticals, Gelesis, Inc. 2012 2015 Equity Incentive Plan (the Plan) incorporated by reference into the Terms and Conditions, constitute the entire agreement between you and the Company regarding this option. By your signature and the Company's signature below, you and the Company agree to the terms of this option, the Terms and Conditions and the Plan. Enanta Pharmaceuticals, Gelesis, Inc. Date [Name of Optionholder] Date Date: [-] Time: [-] ENANTA PHARMACEUTICALS, GELESIS, INC. 2012 2015 EQUITY INCENTIVE PLAN Nonstatutory Stock Option Terms And Conditions 1. Plan Incorporated by Reference. This Option is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Company. View More
Payment of Taxes. The Optionholder shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the exercise of this O...ption, valued at their Fair Market Value on the date of delivery. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionholder. EX-10.15 13 d401292dex1015.htm EX-10.15 EX-10.15 EX-10.10 9 d401292dex1010.htm EX-10.10 EX-10.10 Exhibit 10.15 10.10 Notice of Grant of Stock Options and Option Agreement Enanta Pharmaceuticals, Inc. ID: 04-3205099 500 Arsenal Street Watertown, MA 02472 [Name of Optionholder] Option Number: [-] [Address of Optionholder] Plan: 2012 1995 [City, State, Postal Code of Optionholder] Effective [-], you (the Optionholder) have been granted a(n) Non-Qualified Stock Option to buy [-] shares of Enanta Pharmaceuticals, Inc. (the Company) stock at $[-] per share. The total option price of the shares granted is $[-]. Shares in each period will become fully vested on the date shown. Shares Vest Type Full Vest Expiration Date [-] [-] [-] [-] This option shall not be treated as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. This notice, together with the accompanying Enanta Pharmaceuticals, Inc. 2012 1995 Equity Incentive Plan Nonstatutory Stock Option Terms And Conditions (the Terms and Conditions), as well as the Enanta Pharmaceuticals, Inc. 2012 1995 Equity Incentive Plan (the Plan) incorporated by reference into the Terms and Conditions, constitute the entire agreement between you and the Company regarding this option. By your signature and the Company's signature below, you and the Company agree to the terms of this option, the Terms and Conditions and the Plan. Enanta Pharmaceuticals, Inc. Date [Name of Optionholder] Date Date: [-] Time: [-] ENANTA PHARMACEUTICALS, INC. 2012 1995 EQUITY INCENTIVE PLAN Nonstatutory Stock Option Terms And Conditions 1. Plan Incorporated by Reference. This Option is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Company. View More
Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability that may arise as a res...ult of holding or transferring this Warrant or receiving Warrant Shares underlying this Warrant upon exercise hereof.View More
Payment of Taxes. The Upon the exercise of this Warrant, the Company will pay all documentary stamp taxes attributable to the issuance of Common Stock underlying this Warrant upon exercise of this Warrant; Shares; provided, however, that the Company shall not be required to pay any tax which that may be payable in respect of any transfer involved in the transfer or registration of this any certificates for Warrant Shares or any certificate for Common Stock underlying this Warrant Warrants in a name other than tha...t of the Holder. The Holder is shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares underlying this Warrant upon exercise hereof. View More
Payment of Taxes. The Upon the exercise of this Warrant, the Company will pay all documentary stamp taxes attributable to the issuance of Common Stock underlying this Warrant upon exercise of this Warrant; Shares; provided, however, that the Company shall not be required to pay any tax which that may be payable in respect of any transfer involved in the transfer or registration of this any certificates for Warrant Shares or any certificate for Common Stock underlying this Warrant Warrants in a name other than tha...t of the Holder. The Holder is shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares underlying this Warrant upon exercise hereof. View More
Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability tha...t may arise as a result because of holding or transferring this Warrant or receiving Warrant Shares shares of Common Stock underlying this Warrant upon exercise hereof. View More
Payment of Taxes. Employee agrees that Employee shall be exclusively liable for the payment of all federal and state taxes which may result from the payments contemplated by this Agreement, and that any payments payable hereunder are subject to withholding as required by applicable law. Employee acknowledges that Company and/or its attorneys do not make and have not made any representations regarding the taxability of the payments.
Payment of Taxes. Employee Executive agrees that Employee Executive shall be exclusively liable for the payment of all federal and state taxes which may result from the payments contemplated by this Agreement, and that any payments payable hereunder are subject to withholding as required by applicable law. Employee Executive acknowledges that Company and/or its attorneys do not make and have not made any representations regarding the taxability of the payments.
Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of the Warrants and of the Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of such Warrant Certificate, and the Company shall not be required t...o issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.View More
Payment of Taxes. The Company will shall pay all documentary stamp taxes attributable to the initial issuance of the Warrants and of the Warrant Shares upon the exercise of Warrants; this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance registration or issue of any Warrant Certificates or any certificates for Warrant Shares or Warrants in a name other than that of the registered holder Holder of such... the Warrant Certificate, surrendered, and the Company shall not be required to issue or cause to be issued or deliver such or cause to be delivered the certificates for Warrant Certificates Shares unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or is not required to be paid. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof. View More
Payment of Taxes. The Upon the exercise of this Warrant, the Company will pay all documentary stamp taxes attributable to the initial issuance of the Warrants and of the Warrant Shares upon the exercise of Warrants; Shares; provided, however, that the Company shall not be required to pay any tax or taxes which that may be payable in respect of any transfer involved in the issuance registration of any Warrant Certificates or any certificates for Warrant Shares or Warrants in a name other than that of the registere...d holder Holder. The Holder shall be responsible for all other tax liability that may arise as a result of such holding or transferring this Warrant Certificate, and or receiving Warrant Shares upon exercise hereof. 2 5. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall not be required to issue or deliver such Warrant Certificates unless cause to be issued in exchange and substitution for and upon cancellation hereof, or until the person or persons requesting the issuance thereof shall have paid in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company the amount of such tax loss, theft or destruction and indemnity, if requested, satisfactory to it. Applicants for a New Warrant under such circumstances shall have established to the comply with such other reasonable satisfaction of regulations and procedures and pay such other reasonable charges as the Company that such tax has been paid. may prescribe. View More
Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required to i...ssue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due. 2 6. Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.View More
Payment of Taxes. The Company will pay any all documentary stamp taxes attributable to the initial issuance of Warrants and of Warrant Shares issuable upon the exercise of the Warrant; Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which that may be payable in respect of any transfer involved in the issuance or delivery issue of any certificates for Warrants or any Warrant Shares in a name other than that the registered Holder of a Warrant surrendered upon the Warranth...older in respect exercise of which such shares are issued, a Warrant, and in such case, the Company shall not be required to issue or deliver any certificate for such Warrant Shares unless or any Warrant until the person or persons requesting the same has issuance thereof shall have paid to the Company the amount of such tax or has shall have established to the Company's reasonable satisfaction of the Company that such tax has been paid. The Warrantholder shall be responsible paid or adequate provision has been made for income taxes due under federal, state or other law, if any such tax is due. 2 6. the payment thereof. 3 10. Mutilated or Missing Warrants. In case this Warrant If any of the Warrants shall be mutilated, lost, stolen, stolen or destroyed, the Company may, in its sole and absolute discretion, issue and the Warrant Agent shall issue deliver, in exchange and substitution of for and upon surrender and cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, destroyed Warrant, a new Warrant of like tenor and for the purchase of a like representing an equivalent number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company and the Warrant Agent of such loss, theft or destruction of such Warrant and of an indemnity or bond, if requested, also satisfactory to them. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Warrant, Company or the Warrant Agent may prescribe. The Company and the Warrant Agent may charge the Holder for any expenses associated with respect to a replacing his or her mutilated, lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company. Warrant. View More
Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder registered holder of this Warrant in respect of which such shares are issued, and in such case, the ...Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company's reasonable satisfaction that such tax has been paid. issued. The Warrantholder holder shall be responsible for income taxes due under federal, federal or state or other law, if any such tax is due. 2 6. 3 7. Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if reasonably requested by the Company. View More
Payment of Taxes. The Optionholder shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale of the shares to be paid by the Optionholder. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the exercise of this O...ption, valued at their Fair Market Value on the date of delivery. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionholder.View More
Payment of Taxes. The Optionholder Optionee shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale of the shares to be paid by the Optionholder. Optionee. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the... exercise of this Option, valued at their Fair Market Value on the date of delivery. The Company and its Affiliates Subsidiaries may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionholder. Optionee. View More
