Payment of Withholding Tax Contract Clauses (113)

Payment of Withholding Tax. 10.1. General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, foreign, state and local withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or ...vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to an Incentive Award. 10.2. Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 10.1 of the Plan by electing to tender, or by attestation as to ownership of, Previously Acquired Shares that have been held for the period of time necessary to avoid a charge to the Company's earnings for financial reporting purposes and that are otherwise acceptable to the Committee, by delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying a Participant's withholding or employment-related tax obligation, Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value. View More

Payment of Withholding Tax. Notwithstanding anything in this Agreement to the contrary, no certificate or book-entry notation representing shares of Common Stock may be delivered to the Grantee upon vesting of the RSU Award unless and until the Grantee shall have delivered to the Company any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the vesting of the RSUs and the issuance and delivery of shares of Common Stock in connection therewith. The Grantee may elec...t to satisfy any such withholding requirement by payment in cash to the Company on or prior to the vesting date, or in the Committee's sole discretion and pursuant to such procedures as may be established by the Committee in its sole discretion, (a) by having the Company withhold shares of Common Stock otherwise deliverable to the Grantee upon vesting of the RSUs or by delivering to the Company previously acquired shares of Common Stock; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company's required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; (b) by effecting "sell-to-cover" transactions through a broker in which the Grantee sells that number of shares of Common Stock in the open market (whether under a trading plan or instruction pursuant to Rule 10b5-1 of the Exchange Act or otherwise) to fund the required tax withholding obligations and all applicable fees and commissions due to, or required to be collected by the broker and making arrangements to remit the cash proceeds of such sales to the Company; or (c) by a combination of such methods. View More

Payment of Withholding Tax. (a) If the Company becomes obligated to withhold an amount on account of any federal, state or local tax imposed as a result of the termination of the restrictions imposed upon the Units hereunder including, without limitation, any federal, state or other income tax, or any FICA, state disability insurance tax or other employment tax (the date upon which the Company becomes so obligated being the "Withholding Date"), then Holder shall pay such amount (the "Withholding Liability") to the Company ...on the Withholding Date by one or a combination of the following means as Holder may elect: i. delivering cash or check payable to the Company; ii. delivering already-owned shares of Common Stock (free and clear of any pledge, commitment, lien, claim or other encumbrance) having an aggregate Fair Market Value as of the Withholding Date equal to the Withholding Liability to be so paid, provided that the Company is not then prohibited by law or any instrument or agreement from purchasing or acquiring such shares of Common Stock; and/or iii. withholding from the shares of Common Stock otherwise to be released to Holder upon the vesting thereof, if applicable, a number of shares having an aggregate Fair Market Value as of the Withholding Date equal to the Withholding Liability to be so paid. Notwithstanding the foregoing, Holder may not elect to deliver already-owned shares under clause (ii) above or have shares withheld under clause (iii) above (x) if the Committee decides otherwise, (y) if the Company is then prohibited by law or any instrument or agreement from purchasing or acquiring such shares, or (z) to the extent that the Fair Market Value of such shares would exceed the Company's minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to Holder's supplemental taxable income relating to the Units). (b) If Holder's Withholding Liability is not otherwise satisfied pursuant to (a) above, then the Company shall have the right to withhold and deduct from any compensation or other amounts otherwise due to Holder an amount necessary to satisfy such Withholding Liability. All taxes, if any, in respect of the grant of the Units or any other payments hereunder shall be solely Holder's responsibility and shall be paid by Holder. (c) The Committee, in its sole discretion, may approve or disapprove any Withholding Liability payment election made by Holder and may adopt such rules and regulations as are consistent with and necessary to implement the foregoing. View More