Tax Requirements Clause Example with 58 Variations from Business Contracts

Tax Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences Participant, upon exercise of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) any portion of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such... election in accordance with the regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, the term "Company" Stock Option, shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any all taxes that which the Company is required to withhold in connection with as a result of the Participant's income arising with respect exercise of the Stock Option; such obligation to this Award. Such payments shall be required to be made when requested by the Company and pay such taxes may be required to be made prior to satisfied by any of the delivery of following or any certificate representing shares of Common Stock. Such payment may be made (i) by combination thereof: (a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) (c) below) the required tax withholding obligations obligation of the Company; (ii) (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock, Stock other than (A) (i) Restricted Stock, Stock or (B) (ii) Common Stock that the Participant owns but has acquired from the Company within six (6) months prior thereto, to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) (c) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, or (c) the Company's withholding of a number of shares to be delivered upon the vesting exercise of this Award, the Stock Option, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; provided that, shares cannot be withheld in connection with the exercise of a Stock Option in excess of the minimum number required for tax withholding, and to permit the Stock Option to be accounted for as a fixed award. Any such withholding payments with respect to the exercise of any portion of the Stock Option in cash or (iv) by actual delivery of shares of Common Stock shall be required to be made within thirty (30) days after the delivery to the Participant of any combination certificate representing the shares of (i), (ii), or (iii). Common Stock acquired upon exercise of the Stock Option. The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company or a Subsidiary to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. View More

Tax Requirements. The Participant Grantee is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide Agreement. Unless the Company with written notice of such election oth...erwise consents in accordance with writing to an alternative withholding method, the regulations promulgated under Section 83(b) of the Code. The Company or, Company, or if applicable, any Subsidiary (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), Subsidiary) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, this Agreement any federal, state, local, or other taxes required by law to be withheld in connection with this Award. Agreement. The Company, except as provided below, shall withhold the number of shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals (but does not exceed) the amount of any federal, state, local, or other taxes required by law to be withheld in connection with this Agreement. However, if the Grantee is a "specified employee" as defined in §1.409A-1(i) of the Final Regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 24 above, the Company shall withhold the number of shares attributable to the employment taxes on the date of the Grantee's Termination of Service and withhold the number of shares attributable to the income taxes on the date which occurs six (6) months following the date of the Grantee's Termination of Service (or, if earlier, the date of death of the Grantee). 7 The Company may, in its sole discretion, also require shall, prior to the Participant date of conversion, permit the Grantee receiving shares of Common Stock issued under the Plan upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's Grantee's income arising with respect to this Award. Agreement. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment for tax withholding, may be made by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant Grantee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant Grantee has not acquired from the Company within six (6) months prior thereto, to the date of conversion, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting conversion of this Award, the Awarded Units, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) or exceeds the required tax withholding payment; payment, but in no event is greater than, the maximum permitted tax withholding amount taking into account all applicable taxes; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. Grantee. View More

Tax Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide Agreement. Unless the Company with written notice of such election otherwise c...onsents in accordance with writing to an alternative withholding method, the regulations promulgated under Section 83(b) of the Code. The Company or, Company, or if applicable, any Subsidiary Affiliate (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), Affiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also discretion and prior to the date of conversion, require the Participant receiving shares Shares upon conversion of Common Stock issued under the Plan Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares or the registration of Common Stock. such Shares in the Participant's name for such Shares. Such payment may be made (i) by the delivery Participant: (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon receipt of (or the lapse of restrictions relating to) such Awarded Units with a Fair Market Value equal to the amount of such taxes required to be withheld (subject to any limitations required by the Financial Accounting Standards Board's ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company, Shares other than Shares issuable upon receipt of (or the lapse of restrictions relating to) such Awarded Units with a Fair Market Value equal to the amount of such required tax withholdings; or (c) delivering cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if Company. Notwithstanding the Company, in its sole discretion, so consents in writing, foregoing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * Participant or withhold the number of Shares to be delivered upon the conversion of the Awarded Units with an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional Shares) the required tax withholding obligations of the Company; provided, however, if the Participant is a "specified employee" as defined in § 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 24 above, the Company shall withhold the number of Shares attributable to the employment taxes on the date of the Participant's Termination of Service and withhold the number of Shares attributable to the income taxes on the date which occurs six (6) months following the date of the Participant's Termination of Service (or, if earlier, the date of death of the Participant). [Remainder of Page Intentionally Left Blank. Blank; Signature Page Follows.] View More

Tax Requirements. The Participant Grantee is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant Grantee agrees that if the Participant Grantee makes such an election, the Participant Grantee shall provide the Company with written notice of such electi...on in accordance with the regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary subsidiary (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, Federal, state, local, or other taxes required by law to be withheld in connection with this Award. award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising tax withholding due with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to vesting of the delivery of any certificate representing shares of Common Stock. Such payment Awarded Shares may be made by the Participant to the Company by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant Grantee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, Shares, which shares Shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, actual delivery by the Company's withholding Grantee of a number of shares to be Awarded Shares vesting, which Awarded Shares so delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, with the consent of the Participant, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. Grantee. In all events, all taxes due with respect to the vesting of the Awarded Shares shall be required to be paid by the Participant prior to the removal of any legend from any certificate representing Awarded Shares. -6- 26. Registration Covenant. The Company agrees to use its best efforts to register the resale of the Awarded Shares under the Securities Act on the earlier of (i) 12 months following the Date of Grant or (ii) 30 days following the listing of the Company's shares of common stock, $0.0001 par value per share, on a national securities exchange. Such registration will be maintained for as long as the Grantee remains employed with the Company. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank Signature Page Follows.] View More

Tax Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the regula...tions promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary subsidiary (for purposes of this Section 25, 28, the term "Company" shall be deemed to include any applicable Subsidiary), subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, Federal, state, local, or other taxes required by law to be withheld in connection with this Award. award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising tax withholding due with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to exercise of the delivery of any certificate representing shares of Common Stock. Such payment Optioned Shares may be made by the Participant to the Company by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, Shares, which shares Shares so delivered have an aggregate Fair Market Value fair market value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares Shares to be delivered upon the vesting exercise of this Award, Stock Option, which shares so withheld have an aggregate Fair Market Value fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, with the consent of the Participant, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. Grantee. In all events, all tax withholding due with respect to the exercise of the Options Shares shall be required to be paid by the Participant prior to the issuance of any Shares to the Participant in connection with such exercise. -7- 29. Registration Covenant. The Company agrees to use its best efforts to register the issuance of the Optioned Shares to the Participant upon exercise of the Stock Option under the Securities Act on the earlier of (i) 12 months following the Date of Grant or (ii) 30 days following the listing of the Company's shares of common stock, $0.0001 par value per share, on a national securities exchange. Such registration will be maintained for as long as the Participant may exercise this Stock Option hereunder. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank Signature Page Follows.] View More

Tax Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the regula...tions promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary Affiliate (for purposes of this Section 25, 27, the term "Company" shall be deemed to include any applicable Subsidiary), Affiliate), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, this Agreement, any federal, state, local, or other taxes required by law to be withheld in connection with the Plan and this Award. Agreement. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock Shares issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. the Optioned Shares. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Shares. Such payment may be made (i) by the delivery Participant: (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise of such Optioned Shares with a Fair Market Value equal to the amount of such taxes required to be withheld (subject to any limitations required by the Financial Accounting Standards Board's ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company, Shares other than Shares issuable upon exercise of such Optioned Shares with a Fair Market Value equal to the amount of such required tax withholdings; or (c) delivering cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if Company. Notwithstanding the Company, in its sole discretion, so consents in writing, foregoing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. Blank; Signature Page Follows.] View More

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide Agreement. Unless the Company with written notice of such election othe...rwise consents in accordance with writing to an alternative withholding method, the regulations promulgated under Section 83(b) of the Code. The Company or, Company, or if applicable, any Subsidiary Affiliate (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), Affiliate) shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. Award, if any. The Company may, in its sole discretion, also discretion and prior to the date of conversion, require the Participant receiving shares of Common Stock issued under the Plan upon conversion of Awarded Units to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares or the registration of Common Stock. such Shares in the Participant's name. Such payment may be made by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) Shares) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within and vested for at least six (6) months prior thereto, which shares so delivered have (or such other period in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) Shares) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, having the Company's withholding Company withhold from the Shares otherwise issuable or deliverable to the Participant upon the conversion of the Awarded Units into Shares, a number of shares to be delivered upon the vesting of this Award, which shares so withheld have Shares with an aggregate Fair Market Value that equals (but does not exceed) or exceeds (to avoid the issuance of fractional Shares) the amount of such required tax withholding payment; payment using the minimum statutory withholding rates (or such other rate as may be approved by the Committee so long as such withholding does not result in adverse treatment for financial accounting purposes); or (iv) any combination of (i), (ii), or (iii). The Notwithstanding the foregoing, the Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * Participant; provided, however, if the Participant is a "specified employee" as defined in Section 1.409A-1(i) of the final regulations under Section 409A of the Code who is subject to the six (6) months delay provided for in Section 24 above, if the Company, in its sole discretion, consents to the withholding of Shares in accordance with subsection (iii) above, the Company shall withhold the number of Shares attributable to employment taxes on the date of the Participant's Termination of Service and withhold the number of Shares attributable to income taxes on the date which occurs six (6) months following the date of the Participant's Termination of Service (or, if earlier, the date of death of the Participant). [Remainder of Page Intentionally Left Blank. Blank; Signature Page Follows.] View More

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, Agreement. Notwithstanding anything to the method contrary, the Company shall be under no duty to ensure, and timing no representation or commitment is made, that the Restricted Stock Award qualify or will qualify under any particular tax treatment (such as Section 102(b) or any other treatment), nor shall the Company be required to take any action for filing... an election to include this Agreement the qualification of any Restricted Stock Award under such tax treatment. If the Participant do not qualify under any particular tax treatment it could result in income under Section 83(b) of the Code, and the adverse tax consequences of such election. to the Participant. By execution of this Agreement, signing below, the Participant agrees that if the Company and its respective employees, directors, officers and shareholders shall not be liable for any tax, penalty, interest or cost incurred by the Participant makes such an election, the Participant shall provide the Company with written notice as a result of such election determination, nor will any of them have any liability of any kind or nature in accordance with the regulations promulgated under Section 83(b) of the Code. event that, for any reason whatsoever, a Restricted Stock Award does not qualify for any particular tax treatment. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, 24, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by the Israeli law and other applicable laws to be withheld in connection with this Award. The Participant may elect to have the Company withhold an additional amount up to the maximum statutory amount in accordance with Company procedures, provided such withholding does not trigger liability accounting under applicable accounting rules. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock Shares issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Shares. Such payment may be made by (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock Shares that the Participant has not acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * * * [Remainder of Page Intentionally Left Blank. View More

Tax Requirements. The Participant Optionee is hereby advised to consult immediately with his own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with t...he regulations promulgated under Section 83(b) of the Code. Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, 26, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, this Agreement any federal, state, local, or other taxes required by law to be withheld in connection with this Award. Agreement. The Company may, in its sole discretion, also require the Participant shall permit Optionee receiving shares of Common Stock issued under the Plan this Agreement to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's Optionee's income arising with respect to this Award. Agreement. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the registration or delivery of any certificate representing shares of Common Stock. Stock, if such certificate is requested by the Optionee in accordance with Section 7 of this Agreement. Such payment may be made (i) by (a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) (c) below) the required tax withholding obligations of the Company; (ii) (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant exercising Optionee to the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant Optionee has not acquired from the Company within six (6) months prior thereto, to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) (c) below) the required tax withholding payment; (iii) (c) if the Company, in its sole discretion, so consents in writing, the Company's withholding of a number of shares to be delivered upon the vesting exercise of this Award, the Stock Option, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) or exceeds the required tax withholding payment; payment, but in no event greater than the maximum permitted tax withholding amount taking into account all applicable taxes;; or (iv) (d) any combination of (i), (ii), (a), (b), or (iii). (c). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. Optionee. View More

Tax Requirements. The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the... regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, the term "Company" shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, Company, in its sole discretion, also require may permit the Participant receiving shares of Common Stock Shares issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant's income arising with respect to this Award. Such payments shall be Award in whole or in part by: (i) paying cash; (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be made when requested by withheld; (iii) delivering to the Company and may be already-owned Shares having a Fair Market Value equal to the statutory amount required to be made prior to withheld, provided the delivery of such Shares will not result in any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to adverse accounting consequences, as the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, determines in its sole discretion, so consents in writing, the actual delivery by discretion; or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant to through such means as the Company of shares of Common Stock, other than (A) Restricted Stock, or (B) Common Stock that the Participant has acquired from the Company within six (6) months prior thereto, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, may determine in its sole discretion, so consents in writing, discretion (whether through a broker or otherwise) equal to the Company's withholding of a number of shares amount required by law to be delivered upon the vesting of this Award, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). withheld. The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * * [Remainder of Page Intentionally Left Blank. View More