Tax Matters Clause Example with 7 Variations from Business Contracts
This page contains Tax Matters clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding with respect to such Award or Shares subject to an Award (including upon exercise of an Award). (b) Withholding Arrangements. The Administrator, in its sole discretion and under such procedures as i...t may specify from time to time, may elect to satisfy such Tax Withholding, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. (c) Compliance With Code Section 409A. Unless the Administrator determines that compliance with Code Section 409A is not necessary, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A.View More
Variations of a "Tax Matters" Clause from Business Contracts
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding tax withholding obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding taxes (including the Participant's social tax obligations) required to be withheld with respect to such Award or Shares subject to an Award (including upon (or exercise o...f an Award). thereof). (b) Withholding Arrangements. The Administrator, in its sole discretion and under such procedures as it may specify from time to time, may elect permit or may require a Participant to satisfy such Tax Withholding, tax withholding obligation, in whole or in part (including in combination) by (without limitation) (i) requiring (a) paying cash, (b) electing to have the Participant to pay cash, check or other cash equivalents, (ii) withholding Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver withheld, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld withheld, or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (v) (d) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. Plan. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of, or comply with, the requirements of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A.View More
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding tax withholding obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding taxes (including the Participant's social tax obligations) required to be withheld with respect to such Award or Shares subject to an Award (including upon (or exercise o...f an Award). thereof). (b) Withholding Arrangements. The Administrator, in its sole discretion and under such procedures as it may specify from time to time, may elect permit or may require a Participant to satisfy such Tax Withholding, tax withholding obligations, in whole or in part (including in combination) by (without limitation) (i) requiring paying cash, (ii) electing to have the Participant to pay cash, check or other cash equivalents, (ii) withholding Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount that would not result in unfavorable financial accounting treatment, as (iii) delivering to the Administrator determines in its sole discretion, (v) Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld, or (iv) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. Plan. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A.View More
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding tax withholding obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding taxes (including the Participant's social tax obligations) required to be withheld with respect to such Award or Shares subject to an Award (including upon (or exercise o...f an Award). thereof). (b) Withholding Arrangements. The Administrator, in its sole discretion and under such procedures as it may specify from time to time, may elect permit or may require a Participant to satisfy such Tax Withholding, tax withholding obligations, in whole or in part (including in combination) by (without limitation) (i) requiring paying cash, (ii) electing to have the Participant to pay cash, check or other cash equivalents, (ii) withholding Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (v) or (iv) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. Plan. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Participant for any taxes that may be imposed or other costs that may be incurred, as a result of Section 409A.View More
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under pursuant to an Award (or exercise thereof) or such earlier time as any Tax Withholding withholding obligations for Tax-Related Items are due, the Company may (or any of its Subsidiaries, Parents or affiliates employing or retaining the services of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, Company (or any of its Subsidiaries..., Parents or affiliates, as applicable), an amount sufficient to satisfy any Tax Withholding Tax-Related Items required to be withheld with respect to such Award or Shares subject to an Award (including upon (or exercise of an Award). thereof). (b) Withholding Arrangements. The Administrator, in its sole discretion and under pursuant to such procedures as it may specify from time to time, may elect permit a Participant to satisfy such Tax Withholding, withholding obligation for Tax-Related Items, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay paying cash, check or other cash equivalents, (ii) withholding electing to have the Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction or a such greater amount as the Administrator may determine or permit (including up to a maximum statutory amount) if such greater amount would not result in unfavorable financial have 21 adverse accounting treatment, consequences, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver (iii) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld applicable in a Participant's jurisdiction or a such greater amount as the Administrator may determine or permit if (including up to a maximum statutory amount), in each case, provided the delivery of such greater amount would Shares will not result in unfavorable financial any adverse accounting treatment, consequences, as the Administrator determines in its sole discretion, (v) requiring (iv) selling a sufficient number of Shares otherwise deliverable to the Participant to engage through such means as the Administrator may determine in a cashless exercise transaction its sole discretion (whether through a broker or otherwise) implemented by to cover the Company in connection with amount of the Plan, (vi) withholding obligation for Tax-Related Items, (v) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, (vi) any other method of withholding determined by the Administrator, or (vii) any combination of the foregoing methods of payment. The withholding amount will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum statutory rates applicable in a Participant's jurisdiction with respect to the Award on the date that the amount of Tax-Related Items to be withheld is to be determined or such other consideration and method of payment for the meeting of Tax Withholding greater amount as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will if such amount would not result in any have adverse accounting consequence to the Company, consequences, as the Administrator may determine determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the amount of tax Tax-Related Items to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. calculated. (c) Compliance With Code Section 409A. Unless the Administrator determines that compliance with Code Section 409A is not necessary, it is intended that Awards will be designed and operated so in such a manner that they are either exempt or excepted from the application of, or comply with, the requirements of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be construed and interpreted consistent in accordance with this intent. This Section 15(c) is not a guarantee to any Participant such intent, except as otherwise determined in the sole discretion of the consequences Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of his Section 409A, such that the grant, payment, settlement or her Awards. deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company or any of its Subsidiaries or Parents have any responsibility, obligation or liability or obligation under the terms of this Plan to reimburse, indemnify indemnify, or hold harmless any Participant or any other person in respect of Awards, for any taxes that may be imposed taxes, interest or penalties imposed, or other costs that may be incurred, as a result of Section 409A. View More
Tax Matters. (a) Withholding (a)Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding Obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding Obligations with respect to such Award or Shares subject to an Award (including upon exercise of an Award). (b) Withholding such Award. (b)Withholding Arrangements. The Ad...ministrator, in its sole discretion and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, Obligations, in whole or in part (including in combination) part, by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, withheld, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as treatment for the Administrator determines in its sole discretion, Company, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, or (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding Obligations will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. (c) Compliance withheld. (c)Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan Plan, and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) 14(c) is not a guarantee to any Participant of the tax consequences of his or her Awards. In no event will the Company have or any responsibility, liability or obligation to reimburse, indemnify or hold harmless other member of the Company Group reimburse a Participant for any taxes that may be tax imposed or other costs that may be incurred, incurred as a result of Code Section 409A. View More
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding Obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding Obligations with respect to such Award or Shares subject to an Award (including without limitation upon exercise of an Award). (b) Withholding Arrangements. The Administrator, in its sol...e discretion and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, Obligations, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, withheld, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, or (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding Obligations will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) 14(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have or any responsibility, liability or obligation to reimburse, indemnify or hold harmless other member of the Company Group reimburse a Participant for any taxes that may be tax imposed or other costs that may be incurred, incurred as a result of Code Section 409A. View More
Tax Matters. (a) Withholding Requirements. Prior to the delivery of any Shares or cash under an Award (or exercise thereof) or such earlier time as any Tax Withholding Obligations are due, the Company may deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Tax Withholding Obligations with respect to such Award or Shares subject to an Award (including upon exercise of an Award). Award. (b) Withholding Arrangements. The Administrator, in its sole discretion... and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, Obligations, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, withheld, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant's jurisdiction required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or a greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, or (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding Obligations will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to taxes must be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation. withheld. (c) Compliance With Code Section 409A. Unless Except as otherwise determined by the Administrator determines that compliance with Code Section 409A is not necessary, Administrator, it is intended that Awards will be designed and operated so that they are either exempt or excepted from the application of Code Section 409A or comply with any requirements necessary to avoid the imposition of additional tax under Code Section 409A(a)(1)(B) so that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A and the Plan and each Award Agreement will be interpreted consistent with this intent. This Section 15(c) is not a guarantee to any Participant of the consequences of his or her Awards. In no event will the Company have or any responsibility, liability or obligation to reimburse, indemnify or hold harmless other member of the Company Group reimburse a Participant for any taxes that may be tax imposed or other costs that may be incurred, incurred as a result of Code Section 409A. View More
